Rollover Share definition

Rollover Share has the meaning set forth in Section 2.7(b)(i).
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Rollover Share means each Equity Security or Convertible Security owned by an employee of the Company that is expressly designated as a Rollover Share in an agreement of such employee and the Parents to be entered into between the date hereof and the Closing Date.
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Rollover Share means each Share owned by an employee of the Company that is expressly designated as a Rollover Share in an Equity Rollover Commitment.
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Examples of Rollover Share in a sentence

  • No Parent Shares issued in connection with the Merger shall be issued at a lower price per share than the Parent Shares issued hereunder (it being understood that the Parent Shares issued hereunder are deemed to be issued at a price per share based on each Rollover Share having a value equal to the Per Share Merger Consideration).

  • The Rollover Share Documents shall be held by Merger Sub or any agent authorized by Merger Sub until the Contribution Closing.

  • The Rollover Share Documents shall be held by Holdco or any agent authorized by Holdco until the Contribution Closing.

  • As a result of the transactions contemplated by the Merger Agreement, absent an election to contribute or “rollover” the Rollover Shares as contemplated in this agreement (this “Agreement”), you would be entitled, with respect to your Rollover Shares, to the “Merger Consideration” (as defined in the Merger Agreement) for each such Rollover Share (the aggregate such amount that you would be entitled to receive with respect to your Rollover Shares, the “Rollover Merger Consideration”).

  • Subject to Sections 2.01(b), 2.01(c) and 2.04, each Common Share that is issued and outstanding immediately prior to the Effective Time, other than (x) any Rollover Share or (y) any Hook Share, shall automatically be canceled and converted into and shall thereafter represent the right to receive an amount in cash equal to $5.80, without interest (the “Merger Consideration”).

  • At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company, each Rollover Share and each Additional Rollover Share (if any) shall automatically be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto and the register of members of the Company will be amended accordingly.

  • For the purposes of Rule 24.11 of the Code, Morgan Stanley, as financial adviser to Bidco, will provide an estimate of the value of a Rollover Share, together with the assumptions, qualifications and caveats forming the basis of its estimate of value, in a letter to be included in the Scheme Document.

  • Employee may not attempt to sell, transfer, assign or pledge any Rollover Share while such Share is subject to a Repurchase Right, including during the period of the Repurchase Right in Section 2 (the “Transfer Restriction”).

  • The Rollover Share Documents shall be held by Holdings or any agent authorized by Holdings until the Contribution Closing at which time the Register of Members of Company shall be updated to effect the transfer.

  • Parent agrees that it shall not have the right to receive the Per Share Merger Consideration in connection with the Merger with respect to any Rollover Shares held by it as of immediately prior to the Effective Time, and, at the Effective Time, each Rollover Share held by it shall be cancelled and cease to exist without payment of any consideration or distribution therefor.


More Definitions of Rollover Share

Rollover Share means each share of Company Series 1 Preferred Stock or Company Common Stock issuable upon conversion thereof held by a Company Stockholder that is expressly designated as a Rollover Share in an agreement of such Company Stockholder and Buyer to be entered into prior to the Closing Date.
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Rollover Share means each Share to be contributed to Parent by the Rollover Seller immediately prior to the Closing. The number of Rollover Shares shall equal (a) the Rollover Amount divided by (b) the Per Share Merger Consideration.
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Rollover Share means any Corporation Share which is registered in the name of Don Wall immediately prior to the Effective Time;
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Rollover Share means any Corporation Share which is the subject of a Rollover Agreement between Don Wall and/or his affiliates and the Canadian Purchaser as at the Effective Date; and
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Rollover Share means, collectively, the Shares contributed to the Company by the Rolling Shareholders pursuant to the Rollover Agreement.
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Related to Rollover Share

  • Rollover Shares has the meaning given in the recitals.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Rollover Unit holder shall be defined as set forth in Section 5.05, herein."

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • Rollover means the renewal of all or any part of any LIBOR Rate Loan upon the expiration of the Interest Period with respect thereto, pursuant to Section 2.3.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Rollover Amount has the meaning set forth in Section 7.16(b).

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

  • Flip-over Stock means the capital stock (or similar equity interest) with the greatest voting power in respect of the election of directors (or other persons similarly responsible for direction of the business and affairs) of the Flip-Over Entity.

  • Rollover Loan means one or more Loans:

  • Company Stock Account means the account established and maintained in the name of each Participant or Beneficiary to reflect his share of the Trust Fund invested in Company Stock.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Rollover Account means the account established hereunder to which amounts transferred from a qualified plan or individual retirement account in accordance with Section 4.6 are allocated.

  • Rollover Agreement has the meaning set forth in the Recitals.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Company Stock Certificate has the meaning set forth in Section 1.7.

  • Class B Share means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • car-share means the practice where a number of people share the use of one or more cars that are owned by a profit or non-profit car-sharing organization and where such organization may require that use of cars to be reserved in advance, charge fees based on time and/or kilometres driven, and set membership requirements of the car-sharing organization, including the payment of a membership fee that may or may not be refundable;

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Rollover Notice shall have the meaning ascribed thereto in Section 5.2.