Rollover Warrants definition

Rollover Warrants means the Warrants held (or deemed held) by each Rollover Securityholder as set forth opposite such Rollover Securityholder’s name on Schedule II hereto, subject to the adjustments set forth in Section 7.5(h).

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Rollover Warrants means, as applicable, the Rollover Common Warrants or the Rollover Preferred Warrants.

Rollover Warrants means the warrants to acquire common stock resulting from the automatic conversion at the Effective Time of each Legacy Serina Warrant that was outstanding and unexercised as of immediately prior to the Effective Time into a warrant to acquire an adjusted number of shares of common stock at an adjusted exercise price per share, subject to the terms and conditions as were applicable to the corresponding Legacy Serina Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Merger.

Examples of Rollover Warrants in a sentence

The Board of Directors will recommend that its stockholders vote in favor of and approve the Rollover Transactions, including, without limitation, the issuance and sale of the Convertible Notes, the Shares and the Rollover Warrants, and any other transactions contemplated in furtherance thereof under applicable Law.
The exercise price of such Rollover Warrants shall be the exercise price of such Rollover Warrant divided by the Exchange Ratio.
At the Effective Time, each SPAC Warrant, Series A Warrant, Placement Agent Warrant and RDO Warrant issued and outstanding immediately prior to the Effective Time (collectively, the “Rollover Warrants”), in accordance with the terms of such Rollover Warrants, shall be cancelled and converted into the right to receive a warrant to purchase a number of shares of Parent Stock equal to (i) the number of shares of Company Stock underlying such Rollover Warrant multiplied by (ii) the Exchange Ratio.
Such Holder is the sole record and beneficial owner of such ▇▇▇▇▇▇’s Rollover Warrants, free and clear of all Liens, except for (a) transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws and (b) transfer restrictions set forth in the Rollover Warrants or the Company Organizational Documents.
Immediately following the consummation of the Rollover Closing, Topco shall contribute, assign, transfer, convey and deliver to Parent all of Topco’s right, title and interest in and to the Rollover Indebtedness, the Rollover Warrants and all of the Rollover Shares received by Topco pursuant to the other Rollover Agreements, and Parent shall accept and assume such contribution, assignment, transfer, conveyance and delivery (the “Topco Contribution”).
The purchase price per share for such A&P Common Stock will be equal to the Market Price of the A&P Common Stock on the business day immediately preceding the date of exercise by Yucaipa of such Roll-over Warrants (the “Put Price”).
Immediately following the Parent Contribution, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cancel and retire the Rollover Indebtedness and the Rollover Warrants (without any conversion thereof) and the Rollover Indebtedness and each of the Rollover Warrants will cease to exist, and no payment or distribution will be made with respect thereto.
Immediately following the Topco Contribution and the consummation of the Merger, Parent shall contribute, assign, transfer, convey, and deliver to the Surviving Corporation all of Parent’s right, title and interest in and to the Rollover Indebtedness and each of the Rollover Warrants to the Surviving Corporation pursuant to a contribution agreement, written consent or other document in form and substance reasonably satisfactory to SLR and Topco (the “Parent Contribution”).
The Holder’s obligation to contribute the Rollover Indebtedness and Rollover Warrants to Topco at the Rollover Closing pursuant to Section 2.1, and Topco’s obligation to issue the Exchange Units to the Holders (or their respective permitted assignees) at the Rollover Closing pursuant to Section 2.1, are, in each case, subject to the subsequent consummation of the Merger in accordance with the terms of the Merger Agreement (as described in Sections 2.3(c) and 2.4(c)).
Each party hereto agrees to use its reasonable efforts to cause the shares of Class A Liberty Media Group Stock to be issued in the Merger to be authorized for listing on the NYSE, subject to official notice of issuance, and to cause the shares of Class A Liberty Media Group Stock issuable upon the exercise of Rollover Options and the Rollover Warrants to be listed on the NYSE.

More Definitions of Rollover Warrants

Rollover Warrants means those certain Term Note Warrants to Purchase Capital Securities of CGSI, issued pursuant to the Rollover Note Purchase Agreement to the respective holders of the Rollover Subordinated Notes and set forth on Schedule 1.1(B), in each case as in effect on the Closing Date, as the same may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, to the extent permitted hereunder, and including any notes and other instruments issued in exchange or substitution therefor or replacement thereof, in each case to the extent permitted hereunder

Rollover Warrants has the meaning set forth in Section 3.3(b).

Rollover Warrants means the warrants to be issued to the Lenders on the Amendment Effective Date, substantially in the form of Exhibit E-3 hereto.

Rollover Warrants means, with respect to a Shareholder, the portion of the Company Warrants 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 Warrants” opposite such Shareholder’s name on Schedule A hereto (as may be adjusted from time to time by the Sponsor in accordance with the Interim Investors Agreement).