Rollover Stock definition

Rollover Stock means (i) Common Stock (as defined in the Stockholders’ Agreement) acquired pursuant to exercise of an Option or (ii) a share of Common Stock, in each case contributed pursuant to the Contribution Agreement.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Rollover Stock means any shares of stock of such constituent corporation that are the subject of a written agreement requiring such shares to be transferred, contributed or delivered to the consummating corporation or any of its affiliates in exchange for stock or other equity interests in such consummating corporation or an affiliate thereof; provided, however, that such shares of stock shall cease to be rollover stock for purposes of paragraph (h)(3) of this section if, immediately prior to the time the merger becomes effective under this chapter, such shares have not been transferred, contributed or delivered to the consummating corporation or any of its affiliates pursuant to such written agreement.

Rollover Stock means all Common Stock and Preferred Stock acquired by the Exchanger. Rollover Stock will continue to be Rollover Stock in the hands of any holder other than the Exchanger (except for the Company and the Investor and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Rollover Stock will succeed to all rights and obligations attributable to the Exchanger as a holder of Rollover Stock hereunder. Rollover Stock will also include equity of the Company (or a corporate successor to the Company) issued with respect to Rollover Stock (i) by way of a stock split, stock dividend, conversion, or other recapitalization or (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering.

Examples of Rollover Stock in a sentence

Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Exchanger, the Company, the Investor and their respective successors and assigns (including subsequent holders of Rollover Stock); provided that the rights and obligations of the Exchanger under this Agreement shall not be assignable except in connection with a permitted transfer of Rollover Stock hereunder.
In addition, if the holder of the Rollover Stock delivers to the Company an opinion of counsel that no subsequent Transfer of such Rollover Stock shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Rollover Stock that do not bear the Securities Act portion of the legend set forth in Section 3(a).
If the Company is not required to deliver new certificates for such Rollover Stock not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 3.
No holder of Rollover Stock may Transfer any Rollover Stock (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer.
Such Rollover Stock issued to the Exchanger shall have an aggregate value equal to the Rollover Amount.

More Definitions of Rollover Stock

Rollover Stock shall have the meaning set forth in the third “whereas” paragraph.

Rollover Stock shall have the meaning set forth in the fourth “whereas” paragraph.

Rollover Stock means any shares of stock of such

Rollover Stock means the Alternative Equity Financing Stock, Qualified Equity Financing Stock or Future Preferred Stock.

Rollover Stock means the number of shares of fully paid, non-assessable Buyer Stock equal to the Rollover Amount, divided by the Buyer Stock Price (rounded (up or down) to the nearest whole share).

Rollover Stock means the shares of Buyer Common Stock issuable to the Members as contemplated in Section 2.6, subject to the provisions set forth in this Agreement, the Registration Rights Agreement and the Share Issuance and Acquisition Agreements.

Rollover Stock means a number of shares of Common Stock of the Company specified on the signature page hereto (as equitably adjusted in the event of any stock splits, consolidations, sub-divisions, reclassifications or the like).