Rollover Holders definition

Rollover Holders has the meaning set forth in the recitals hereof.

Rollover Holders shall have the meaning set forth in the Recitals hereto.

Rollover Holders has the meaning specified in the Recitals.

Examples of Rollover Holders in a sentence

• The Voting Agreement is and shall be in full force and effect and is and shall remain the valid, binding and enforceable obligation of the Rollover Holders, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles.

• Other than the Buyer Group Contracts and any agreement relating to the ownership, business and operations of the Surviving Corporation after the Effective Time, there are no side letters or other oral or written Contracts relating to the transactions contemplated by this Agreement between two or more of the following persons: each of the Rollover Holders, Holdco, Parent, Merger Sub, the Guarantors and any of their respective Affiliates.

• Concurrently with the execution and delivery of this Agreement, the Rollover Holders have delivered to the Company the Voting Agreement.

• See paragraph .21, which requires the auditor to treat identified related party transactions that are also significant unusual transactions as giving rise to significant risks.

• Buyer agrees to indemnify Sellers and the Rollover Holders from and against (a) any Tax owed by them resulting from any transaction engaged in by any Company Member at the direction of Buyer not in the Ordinary Course of Business occurring on or after the Closing Date (other than with respect to a Resolution Event) and (b) any Taxes arising from or relating to any financing transaction undertaken by Buyer and its Affiliates.

More Definitions of Rollover Holders

Rollover Holders has the meaning set forth in Section 5.2(h)(i);

Rollover Holders shall have the meaning set forth in the Preamble and shall include any of their respective Permitted Transferees that hold Company Securities.

Rollover Holders means the Sellers.

Rollover Holders means (i) the Company Stockholders set forth on Schedule II hereto who are (or are Affiliated with) a PIPE Investor and agree in writing acceptable to the Company to be treated as Rollover Holders hereunder or (ii) solely to the extent all or a portion of a Company Warrantholder’s Company Warrant is exercised prior to the Starship Effective Time pursuant to its terms, each such Company Warrantholder (in respect of its Company Shares issued upon exercise of such Company Warrant) who agrees in a writing acceptable to the Company to be treated as Rollover Holders hereunder.

Rollover Holders means (i) any Unitholder holding Class B Common Units, and designated as such on Schedule A hereto, and (ii) any Affiliate or Permitted Transferee of any Person specified in clause (i) that hereafter becomes an Additional Unitholder pursuant to Section 11.2. For the avoidance of doubt, in the event that any Rollover Holder that is also a Seller under the DPN Purchase Agreement Transfers any Units to any Person in accordance with the terms of this Agreement (including as Permitted Transfer), such Transferee of the Units shall be deemed a Rollover Holder and Seller for purposes of Section 3.12, and shall hold such Units subject to the obligations under Section 3.12 as if such Transferee were the initial Transferring Rollover Holder. “Rule 144” means Rule 144 promulgated under the Securities Act, or any successor rule.

Rollover Holders means all Limited Partners as of the date hereof other than the Company and NREO.

Rollover Holders shall have the meaning set forth in the recitals to this Agreement.