Rollover Shares definition

Rollover Shares has the meaning given in the recitals.

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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

• Except for a transfer to Parent as contemplated by Section 1 hereof, such Rollover Shareholder has not Transferred any interest in any of its Rollover Shares, other than any Lien which will be discharged on or prior to the Rollover Closing or as contemplated by this Agreement.

• If for any reason the proxy granted pursuant to this Section 13(b) is not irrevocable, then each Rollover Shareholder agrees to, during the Proxy Term, vote its Rollover Shares in accordance with Section 13(a) above as instructed by Parent, or any other designee of Parent, in writing.

• By executing this Agreement, such Rollover Shareholder further represents that such Rollover Shareholder does not presently have any Contract, understanding or undertaking with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of its Rollover Shares.

• Such Rollover Shareholder is and, immediately prior to the Rollover Closing, will be the legal and beneficial owner of, and has and, immediately prior to the Rollover Closing, will have good and valid title to, its respective Rollover Shares, free and clear of Liens other than as created by this Agreement and which have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Rollover Shareholder of its obligations under this Agreement.

• The Rollover Shares Documents shall be held by Parent or any agent authorized by Parent until the Rollover Closing, at which time they shall be delivered to the Company in order to give full effect to the Rollover Closing as contemplated by this Agreement, including procuring that the Company register the Rollover Shares in favor of Parent in its register of members as at the Rollover Closing.

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 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 RSs or Company RSUs or otherwise.

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 means (i) the CEO Rollover Shares and (ii) any shares of Company Common Stock that are contributed by a Rollover Stockholder to an Affiliate of Parent by pursuant to a Rollover Agreement.

Rollover Shares means the aggregate number of Shares to be contributed to Parent by the Rollover Stockholders, pursuant to the Rollover Agreements, subject to the terms and conditions set forth therein, and subsequently cancelled in accordance with Section 3.1(b) of this 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 has the meaning ascribed to it in the Contribution and Support Agreement.