Rollover Holder definition

Rollover Holder means each holder of Company Common Stock, a Company RSU Award, a Company PSU Award or Company Stock Options who is entering into a Rollover Agreement (other than, for the avoidance of doubt, SLR and its Affiliates).

Rollover Holder means a Stockholder who owns Rollover Equity.

Rollover Holder has the meaning set forth in the Recitals.

Examples of Rollover Holder in a sentence

• The end result would be an estimate of the effect of race that constitutes impermissible racial discrimi- nation by an individual lender.

• Rollover Holder acknowledges that this Agreement has been prepared on behalf of TopCo by Sidley Austin LLP (“Sidley”), counsel to TopCo, and that Sidley does not represent, and is not acting on behalf of, Rollover Holder.

• No notices, consents, authorizations, approvals, orders or Permits of, or filings, declarations or registrations with, any Governmental Entity are necessary for the execution, delivery and performance of this Agreement by Rollover Holder and the consummation by Rollover Holder of the transactions contemplated hereby.

• Rollover Holder intends to effect, to the maximum extent permitted by law, a complete, voluntary and knowing release and waiver of his or her rights as set forth above in this paragraph.

• Rollover Holder has all necessary power and authority to execute and deliver this Agreement, to perform Rollover Holder’s obligations hereunder and to consummate the transactions contemplated hereby.

More Definitions of Rollover Holder

Rollover Holder has the meaning specified in Section 1.1(b).

Rollover Holder means any employee or former employee of the Company or its Subsidiaries or permitted transferee thereof that transferred Company Common Stock to Purchaser prior to the Effective Time pursuant to a written agreement between Purchaser and such Person and notice of which transfer was made to the Stockholder Representative at least two Business Days prior to the date hereof.

Rollover Holder s/ Xxxx Xxxxx Xxxx Xxxxx Address: 0000 Xxxx Xxx Xxx 00X XXX, XX 00000 Xxxx Xxxxx c/o Callodine MN Holdings, Inc. Two International Place Ste. 1830 Xxxxxx, XX 00000 Re: Rollover “Bonus” Opportunity Dear Sir or Madam: Callodine MN Holdings, Inc., a Delaware corporation (“TopCo”), and the undersigned individual designated as the “Rollover Holder” on the signature page hereto (the “Rollover Holder”), who is a holder of shares of Class A Common Stock (“Class A Stock”) of Xxxxxxx & Xxxxxx, Inc., a Delaware corporation (the “Company”), are executing this letter agreement (this “Letter Agreement”) in connection with the Rollover Holder’s entry into a Rollover Agreement dated as of even date herewith (the “Rollover Agreement”) with TopCo pursuant to which (i) options to purchase shares of Class A Stock will be substituted with options to purchase shares of common stock of TopCo and (ii) the Rollover Holder will contribute to TopCo, and TopCo will receive from the Rollover Holder, shares of Class A Stock in exchange for the issuance by TopCo to the Rollover Holder of shares of common stock of TopCo. We refer to the foregoing substitution, contribution and receipt as the “Rollover Transaction”; to the shares of Class A Stock subject to the foregoing exchange (including shares of Class A Stock that would be issuable upon net or “cashless” exercise of the options subject to the foregoing substitution) as the “Rollover Shares”; and to the shares of common stock of TopCo received by the Rollover Holder in exchange for the Rollover Shares (and the shares of common stock of TopCo that would be issuable upon net or “cashless” exercise of the TopCo options issued in the Rollover Transaction) as the “Initial TopCo Shares”. The Rollover Transaction will close substantially contemporaneously with, and contingent upon, the closing of the merger transactions contemplated by the Merger Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Callodine MidCo, Inc. (“Parent”), a Delaware corporation and a direct wholly owned subsidiary of TopCo, Callodine Merger Sub, Inc., a Delaware corporation (“Corp Merger Sub”) and a direct wholly owned subsidiary of Parent, Callodine Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Corp Merger Sub, the Company and Xxxxxxx & Xxxxxx Group, LLC, a Delaware limited liability company and subsidiary of the Com...

Rollover Holder means any Partnership Holder identified in Exhibit C hereto as receiving Rollover Consideration.

Rollover Holder means a holder of Rollover Options, if any, or Rollover Shares, if any.

Rollover Holder shall have the meaning as set forth in Section 2.2.

Rollover Holder means each Equity Holder whose name is set forth on Exhibit D hereto.