Equity Rollover Commitment Sample Clauses

Equity Rollover Commitment. Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of October 1, 2007 (as it may be amended from time to time, the “Merger Agreement”), by and among Pioneer Holding Corp., a Delaware corporation (“Parent”), Pioneer Sub Corp., a Delaware corporation (“Merger Sub”) and [Trinity], Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to such terms under the Merger Agreement. As used herein, the terms “Parent” and “Merger Sub” shall include any entity to which Parent or Merger Sub, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 11.05 thereof. The undersigned and Vector Capital Partners IV, L.P. (the party to the Equity Commitment Letter) (“Vector Capital”) and any other Affiliates of Vector Capital who invest in Parent are collectively referred to herein as the “Investors”. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Pxxxxx, Merger Sub and the Company.
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Equity Rollover Commitment. This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to transfer, contribute and deliver to Parent 15,000 shares of Company Stock in the aggregate (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata (in kind and amount) share of the equity of Parent (which equity shall be of the same class and series as that issued to all of the Investors) based on the value of the aggregate equity commitments of all the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Parent, the “Subject Equity Securities”); provided that the undersigned (together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company) shall not, under any circumstances, contribute to Parent a number of Shares such that the undersigned would beneficially own more than 9.9% of the outstanding equity of Parent immediately after the Effective Time; provided further that the undersigned’s right to contribute the Rollover Contribution Shares in exchange for equity of Parent shall be subject to the undersigned executing a stockholders’ agreement with Vector Capital and any other Investor, which stockholders’ agreement shall be acceptable to Vector Capital. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the satisfaction or waiver by Parent of the conditions precedent to Parent’s and Mxxxxx Sub’s obligation to effect the Closing and the terms of this letter, and will occur contemporaneous with the Closing and immediately prior to the Effective Time and the simultaneous issuance to the undersigned of the Subject Equity Securities. The number of Shares to be contributed to Parent under this Agreement will be reduced (a) to the extent required to ensure that the undersigned (together with any permitted assignee of the undersigned pursuant to fourth paragraph hereof and any other current officers or directors of the Company) will not beneficially own more than 9.9% of the outstanding equity of Parent immediately following the Effective Time, and (b) in the manner agreed by the undersigned and Vector Capital in the event Parent does not require all of the equity with respect to which the Investors have made commitments. The undersigned’s obligation to transfer, contribute...
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Equity Rollover Commitment. MergerCo has delivered to the Company a true and complete copy of the equity rollover letter, dated as of the date of this Agreement, from Xxxxxx Xxxxxxxx (the “Equity Rollover Commitment”), pursuant to which Xxxxxx Xxxxxxxx has committed to contribute to Parent or MergerCo that number of Shares set forth in such letter in exchange for shares of capital stock of Parent or MergerCo immediately prior to the Effective Time (which Shares shall be cancelled in the Merger, as provided in Section 2.1(a)). The Equity Rollover Commitment is in full force and effect.
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Equity Rollover Commitment. Parent has delivered to the Company a true, complete and correct copy of the equity rollover letter, dated as of the date of this Agreement, from the Persons listed on Section 4.7 of the Acquiror Disclosure Letter (the “Equity Rollover Commitment”), pursuant to which such persons have each committed to contribute to Parent (i) that number of Shares and (ii) with respect to certain of such persons, and under certain circumstances, that amount of immediately available funds, in each case as set forth in such letter, in exchange for membership interests in Parent immediately prior to the Effective Time (which Shares shall be cancelled in the Merger, as provided in Section 2.1(a)). To MergerCo’s Knowledge, the Equity Rollover Commitment is in full force and effect. In addition, certain of the funds managed by Citigroup Alternative Investments LLC, pursuant to the Equity Commitment Letters executed thereby, have committed to contribute to Parent that number of Shares set forth in such Equity Commitment Letters, in exchange for membership interests in Parent immediately prior to the Effective Time (which Shares shall be cancelled in the Merger, as provided in Section 2.1(a)).
Sample 1
Equity Rollover Commitment. Parent has delivered to the Company a true and complete copy of the equity rollover letter, dated as of the date hereof, from Frisco Inc. and Frisco Partners (the "Equity Rollover Commitment"), pursuant to which such party has committed to contribute to Parent that number of Shares set forth in such letter in exchange for shares of capital stock of Parent immediately prior to the Effective Time (which Shares shall be cancelled in the Merger, as provided in Section 3.1(a)). As of the date of this Agreement, the Equity Rollover Commitment is in full force and effect.
Sample 1

Related to Equity Rollover Commitment

  • Revolver Commitment for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1, or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party. “Revolver Commitments” means the aggregate amount of such commitments of all Lenders.

  • Investment Commitment The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.

  • Revolver Commitments The Revolver Commitments shall terminate on the Maturity Date. Borrower may reduce the Revolver Commitments to an amount not less than the greater of (1) $5,000,000, and (2) the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Advances not yet made as to which a request has been given by Borrower under Section 2.3(a), plus (C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrower pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the Revolver Commitments are being reduced to $5,000,000 and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,500,000), shall be made by providing not less than 5 Business Days prior written notice to Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof. Each such reduction of the Revolver Commitments shall be accompanied by

  • Equity Commitment a. The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$100,826,591.55 (such amount, subject to adjustment pursuant to Section 1(b), the “Equity Commitment”), which will be (i) contributed by Holdco to Midco, (ii) contributed by Midco to Parent, and (iii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the aggregate Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses; provided, that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the aggregate liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

  • Reallocation of Revolving Credit Exposure Upon any Incremental Facility Closing Date on which Incremental Revolving Credit Commitments are effected through an increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each of the Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Incremental Revolving Credit Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (b) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan and (c) each Incremental Revolving Credit Lender shall become a Lender with respect to the Incremental Revolving Credit Commitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Sections 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

  • Commitment Amount With respect to any Portfolio Asset that is a Delayed-Draw Loan as of any date of determination, the maximum outstanding principal amount of such Portfolio Asset that a registered holder of the amount of such Portfolio Asset held by the Issuer would on such date be obligated to fund (including all amounts previously funded and outstanding, whether or not such amounts, if repaid, may be reborrowed).

  • Revolving Commitment Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Revolving Lender severally agrees to make available to the Borrower such Revolving Lender’s Commitment Percentage of revolving credit loans requested by the Borrower in Dollars (“Revolving Loans”) from time to time from the Closing Date until the Maturity Date, or such earlier date as the Revolving Commitments shall have been terminated as provided herein; provided, however, that the sum of the aggregate outstanding principal amount of Revolving Loans shall not exceed FOUR HUNDRED MILLION DOLLARS ($400,000,000) (as such aggregate maximum amount may be increased in accordance with Section 2.7 or reduced from time to time as provided in Section 3.4, the “Revolving Committed Amount”); provided, further, (A) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Credit Exposure shall not exceed such Revolving Lender’s Revolving Commitment, and (B) the sum of the aggregate outstanding principal amount of Revolving Loans plus LOC Obligations plus Swingline Loans shall not exceed the Revolving Committed Amount. Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request; provided, however, that no more than six (6) Eurodollar Loans which are Revolving Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period). Revolving Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

  • Revolving Loan Commitment Each Lender with a Revolving Loan Commitment agrees to make loans on a revolving basis (“Revolving Loans”) from time to time until the Termination Date in such Lender’s Pro Rata Share of such aggregate amounts as the Company may request from all Lenders; provided that the Revolving Outstandings will not at any time exceed Revolving Loan Availability.

  • Revolving Committed Amount If at any time after the Closing Date, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall exceed the Revolving Committed Amount, the Borrower shall immediately prepay the Revolving Loans and Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) Cash Collateralize the LOC Obligations in an amount sufficient to eliminate such excess (such prepayment to be applied as set forth in clause (vii) below).

  • Total Commitment The sum of the Commitments of the Banks, as in effect from time to time.

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