Rollover Shares definition

Rollover Shares has the meaning given in the recitals.

Rollover Shares has the meaning set forth in the Recitals.

Rollover Shares means the Shares set forth in the Rollover Agreement.

Examples of Rollover Shares in a sentence

• The Stockholder has the full legal right, power and authority to deliver the Rollover Shares to Parent pursuant to Section 3 of this Agreement.

• References to Parent in the foregoing provisions of this Section 3 shall be deemed to refer to Topco, which receives the Rollover Shares and in turn contributes them, directly or indirectly, to Parent, as the context requires based on the holding company structure of Parent and the Sponsor.

• The Stockholder shall, upon reasonable request by Topco and as soon as reasonably practicable, provide Topco with the tax basis of the Rollover Shares as of the date of the Exchange and any other information reasonably requested by Topco in connection with the preparation and filing of any of its or its subsidiaries’ tax returns.

• From the date hereof until the Exchange Time, the Stockholder shall retain a sufficient number of Rollover Shares to effect the Exchange in accordance with Section 3.1. Notwithstanding anything to the contrary in this Agreement, no Transfer shall be permitted if it results in the conversion of shares of Class B Common Stock to shares of Class A Common Stock under the Charter.

• Except as expressly provided in Section 3 with respect to the Rollover Shares following the consummation of the Exchange at the Exchange Time and as expressly provided in Section 1 with respect to the tender of the Covered Shares, nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Voting Shares.

More Definitions of Rollover Shares

Rollover Shares means (i) Shares (including Shares represented by ADSs) held by the Rollover Shareholders as of the date hereof as set forth in Schedule A attached hereto and (ii) any Shares (including Shares represented by ADSs) that the Rollover Shareholders (other than General Atlantic Singapore 58 Pte. Ltd. or Tencent) may acquire following the date hereof and prior to the Effective Time by means of purchase, dividend or distribution, or issuance upon the exercise of any Company Options or warrants, the conversion of any convertible securities, the vesting of any Company RSUs or otherwise, in each case of (i) and (ii), subject to adjustment in accordance with the terms of the Support Agreement.

Rollover Shares means, with respect to a Shareholder, the portion of the Ordinary Shares Beneficially Owned by such Shareholder as of immediately prior to the Effective Time that are to be cancelled pursuant to the terms and conditions of this Agreement and the Merger Agreement, the number of which is set forth in the column entitled “Rollover Shares” opposite such Shareholder’s name on Schedule A hereto (as may be adjusted from time to time by the Sponsor in accordance with Section 4.5).

Rollover Shares means, collectively, the shares of Company Common Stock contributed to Parent by the Rollover Shareholders pursuant to the Contribution and Exchange Agreement.

Rollover Shares has the meaning ascribed to it in the Contribution and Support Agreement.

Rollover Shares means, with respect to each Rollover Equityholder, the Shares such Rollover Equityholder is contributing to Buyer pursuant to such Rollover Equityholder’s Rollover Agreement.

Rollover Shares means (a) 104,100,000 Company Shares held of record by Expert Master Holdings Limited and (b) 45,900,000 Company Shares held of record by UMW China Ventures (L) Ltd.

Rollover Shares means such number of shares of Company Common Stock as are owned by Buyer at the Effective Time.