Rollover Stockholders definition
Examples of Rollover Stockholders in a sentence
In the event Parent, Sponsor and the Rollover Stockholders have not entered into the Shareholders Agreement as of the Effective Time, each of them hereby agrees to use its, his or her best efforts to implement the terms set forth in the Term Sheet and carry out the intention of the parties contained in the Term Sheet to the closest extent as possible.
Parent and the Rollover Stockholders have caused to be executed or executed this Agreement as of the date first written above.
The execution of this Agreement by the Rollover Stockholders evidences, subject to Sections 12 and 14 of this Agreement and, in the case of Significant Stockholder, the receipt of the Requisite Significant Stockholder Stockholder Approval, the irrevocable election and agreement by the Rollover Stockholders to contribute their respective Shares as set forth in Schedule A-2 hereto in exchange for Parent Interests at the Contribution Closing on the terms and conditions set forth herein.
The contribution of such Shares to Parent is intended by the Rollover Stockholders to be treated as a tax-free contribution under section 721 of the Code.
Subject to the conditions set forth herein, immediately prior to the Closing and without further action by the Rollover Stockholders, all of each Rollover Stockholder’s right, title and interest in and to the Rollover Shares shall be contributed, assigned, transferred and delivered to Parent.