Equity Rollover definition

Equity Rollover. Existing management stockholders are expected to commit to reinvest approximately $50 million in new equity of New Holdings (the “Rollover”). Approximately $40 million of the Rollover will be represented by Xxxxxx Xxxxxx and other members of the Executive Management Team (the “EMT”). Apax and its advisors will work with Hub’s advisors to seek to structure the Rollover in as tax efficient a manner as practicable. The members of the EMT and other select participants will execute Rollover Commitments simultaneous with New Holdings and Hub executing the definitive acquisition agreement. The balance of the members of management participating in the Rollover will execute Rollover Commitments following public announcement of the transaction. Rollover equity will be in the same class of shares of New Holdings with same per share rights as equity to be held by Apax. If permitted by applicable securities laws, in connection with the Rollover, Hub will provide low interest rate loans to members of the EMT and to certain select employees making a Rollover Commitment who are investing more than their after-tax proceeds to facilitate the payment of taxes arising from the Transaction. Hub will make gross-up payments to members of the EMT entitled to such payments pursuant to the terms of existing agreements.

Equity Rollover means the issuance of common stock of Holdings on the Recapitalization Date to the Continuing Shareholders (as defined in the Recapitalization Agreement) or their permitted transferees under the Exchange and Voting Agreement (as defined in the Recapitalization Agreement), in each case pursuant to and in accordance with Section 2.04(d) of the Recapitalization Agreement.

Equity Rollover means the contribution by one or more stockholders of the Company to Parent or MergerCo some or all of such stockholder’s Shares 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)), including without limitation the contribution of Xxxxxx Xxxxxxxx pursuant to the Equity Rollover Commitment.

Examples of Equity Rollover in a sentence

• Standing items include financial reports, Capital Equity Rollover matters, short and long term financing programs and monthly performance of the Sole and Exclusive Export Agreement with SunRice.

• Standing items include financial reports, Capital Equity Rollover matters, short and long term financing programs and monthly performance monitoring of the sole and exclusive export agreement holder, Ricegrowers Limited.

• EQUITY ROLL OVER FUND MOVEMENTS This Fund was introduced for the 1988 Crop for the purpose of further financing of the Rice Marketing Board's Capital Programs and to repay contributions made to the Capital Equity Rollover Scheme.

• Repayment of the Capital Equity Rollover Scheme is interest free and is accounted for as government assistance with the face value of the scheme being matched against the unwinding of the interest expense.

• Grower Equity Rollover SchemeThe balance of the Grower Equity Loans at the commencement of the 2012/13 financial year was $18.785 million.

More Definitions of Equity Rollover

Equity Rollover has the meaning set forth in SECTION 5.01(c)(ii)(B).

Equity Rollover has the meaning specified in Section 5.10.

Equity Rollover means the investment of not less than $150,000,000 and not more than $250,000,000 in Holdings and the other Loan Parties by the continuing management of HDD Holdings, Tape Holdings and Seagate SAN or either Borrower by means of the surrender on the Effective Date of Equity Interests, or options, warrants or other rights to acquire Equity Interests, in the Company or any of its subsidiaries in exchange for Equity Interests, or options, warrants or other rights to acquire Equity Interests, in Holdings or rights under one or more Deferred Compensation Plans.

Equity Rollover means the issuance by the Borrower of shares of its common stock for the account of the selling shareholders of Red Lion as part of the Acquisition.

Equity Rollover shall have the meaning provided in Section 5.01(g).

Equity Rollover is defined in the third recital.

Equity Rollover has the meaning given to such term in Section 6.5. 2.21 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 2.22 “Excluded Participant” shall mean Xxxxx Xxxxx. 2.23 “Fair Market Value” as it relates to a Unit means the fair market value of a Unit as of the most recent Valuation Date, as determined by the Committee or the Parent Board using a nationally recognized investment bank (or other comparable valuation expert) selected by the Committee or the Parent Board; provided, however, that if, prior to the time at which such