Rollover Investors definition

Rollover Investors shall have the meaning provided in the recitals to this Agreement.

Rollover Investors means the ADVANZ PHARMA Shareholders that receive Topco B Shares pursuant to the Alternative Offer;

Rollover Investors means each of the Closing Date Investors specified in clauses (b) through (d) of the definition thereof.

Examples of Rollover Investors in a sentence

• If Rollover Investor is required to disclose information contemplated by this Section 9(c) to the Other Rollover Investors, it shall request that Parent provide it with the contact information for the Other Rollover Investors and Parent shall promptly and timely provide such information.

• The valuations described herein shall only be used for the purposes set forth herein and shall not be used for purposes of determining a Rollover Investor's capital account in Rollover Member.

• Each Rollover Investor's capital account in Rollover Member will be equal to the amount that the Rollover Investor would have received if the Rollover Investor had chosen to receive cash for its claim against Seller rather than contributing its Contributed Interest and receiving a membership interest in the Rollover Member.

• Any provision of this Agreement (or any Schedule or Exhibit to this Agreement) may be amended or waived if, but only if, such amendment or waiver is in writing and, in the case of an amendment, signed by (i) Parent and (ii) a majority-in-interest of the Rollover Investors (determined by reference to the number of Rollover Shares to be contributed to Parent hereunder) or, in the case of a waiver, signed by the party against whom the waiver is to be effective.

• For clarity, in no event shall the provisions of this Section 8.5(b) apply to Parent, Rollover Investors or any of their respective Affiliates, regardless of whether any such Person is a Lender, Financing Source or an Affiliate thereof.

More Definitions of Rollover Investors

Rollover Investors means any Person who enters into a Rollover Agreement prior to Closing.

Rollover Investors means the Security Holders who were shareholders of the Target that signed a Form of Election in connection with the Acquisition to elect to receive the share alternative offer in accordance with the Acquisition Documents or any Security Holder signing a Deed of Adherence as a B Shareholder;

Rollover Investors means each Person who contributed Equity Securities to the Company in exchange for Corresponding Aggregator Units pursuant to a Rollover Agreement.

Rollover Investors shall have the meaning assigned to the term “Rollover Holders” in the Acquisition Agreement.

Rollover Investors means management and certain shareholders and option holders of the Borrower, as in existence prior to the Acquisition.

Rollover Investors means certain equity holders of the Target that have elected to roll over their common stock in the Target, Restricted Stock and/or stock options issued by the Target into Parent (or a parent company thereof).

Rollover Investors. The names, share ownership, vested options, and unvested options of each Rollover Investor are summarized in Exhibit A. Exhibit B provides additional detail concerning the split-up of Citron from Medic and its effect on shares and options held by the Rollover Investors. If, in order to facilitate the Recapitalization, Fox Painx reallocates its relative equity contributions between Medic and Citron, the Rollover Investors agree that their respective equity in Medic and Citron will also be equitably adjusted in order to preserve the proportionate ownership between the Rollover Investors and Fox Painx xxxrently reflected in Exhibits A and B. SHARE OWNERSHIP The Rollover Investors collectively own 927,318 AND ROLLOVER: shares of Medic common stock (excluding shares owned by the Other Investors not being rolled over) (see Exhibit A). Each Rollover Investor will retain the number of shares in Medic and acquire with the proceeds of the cashout of Medic shares in the Merger the number of shares in Citron in each case as set forth in Annex III to Exhibit B. VESTED AND The Management Investors collectively hold options UNVESTED OPTIONS: to purchase 1,084,200 shares of Medic common stock (see Exhibit A). Upon the consummation of the transaction, the Management Investors will receive a cash payment in respect of 668,025 options (both vested or unvested) equal to the difference between the Recapitalization Price and the exercise price of each such option (less applicable withholding taxes) on the same basis as other Medic option holders are being cashed out in the transaction (options at various purchase prices to be cashed out proportionately). The after-tax cash proceeds from the cancellation of the 668,025 Medic options will be required to be reinvested in Medic common stock at the Recapitalization Price (the "Medic Additional Shares"). Each Management Investor will receive a new option in respect of the number of shares of Medic common stock set forth on Annex III to Exhibit B at an exercise price equal to the Recapitalization Price (the aggregate being 668,025 less the Medic Additional Shares purchased pursuant to the prior sentence). The remaining 416,175 options in Medic held by the Management Investors will be canceled and each Management Investor will also receive new options in respect of a number of shares of Citron equal to such canceled option shares and with an exercise price equal to the Recapitalization Price. In addition, the Management Investors will ...