Management Rollover definition
Examples of Management Rollover in a sentence
At and immediately after the Closing, except as set forth in the Management Rollover Agreement, there shall be (i) no options, warrants, or other rights to acquire shares of the capital stock of Holdco or Parent, (ii) no outstanding securities exchangeable for or convertible into shares of the capital stock of Holdco or Parent, and (iii) no outstanding rights to acquire or obligations to issue any such options, warrants, rights or securities.
Unvested Common Units shall be subject to the terms of the MI Plan and applicable Management Rollover Agreements, and the General Partner shall have sole and absolute discretion to interpret and administer the MI Plan and Management Rollover Agreements and to adopt such amendments thereto or otherwise determine the terms and conditions of such Unvested Common Units in accordance with this Agreement and the applicable Management Rollover Agreements.
Except for the Shares (and the equity interests to be retained in the Management Rollover, if any), there are no outstanding equity interests in the Company, or any contractual arrangements giving any Person a right to receive any benefits or rights similar to the rights enjoyed by or accruing to the holders of such equity interests.
The Capitalization Side Letter sets forth each record holder of Company Stock and the number of shares of each class of Company Stock held by each such record holder immediately prior to the Management Rollover Transaction.
Notwithstanding anything to the contrary contained in this Agreement, all references to “holders of Company Common Stock” or “holdings of Company Common Stock” shall, except as where stated otherwise, be deemed references to holders or holders of Company Common Stock as of immediately prior to the Management Rollover Transaction.
Each Person executing a counterpart hereto (including the holders of Company Common Stock) acknowledges and agrees that the value per share assigned to the Rollover Common Shares for purposes of the Management Rollover Transaction was equal to the Class A Non-Rolling Per Share Closing Merger Consideration.
Each of the Chairman, the Management Roll-over Entity, ABG, Boyu, Temasek, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ An, Holdco, Parent and Merger Sub agrees and confirms that the Original Interim Investors Agreement is hereby unconditionally and irrevocably terminated and is of no further force or effect.
In the event of a termination of this Agreement, the Management Rollover Investor agrees to promptly pay to Parent his proportionate share of the third party fees and expenses incurred by ▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ family in connection with the Agreement and the transactions contemplated thereby, up to the amount set forth on Schedule A.
Each share of Company Common Stock that is then issued and outstanding (excluding treasury shares and any Management Rollover Shares) (the "Company Shares") shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any Company Share shall thereafter represent the right to receive the aggregate per share consideration into which such Company Share was converted in the Merger, as determined pursuant to Section 1.1(d) or 1.1(e), as applicable.
Notwithstanding the foregoing, following the fifth anniversary of the date hereof, the Company's call rights under this Section 3.1.4 shall apply only to Call Shares representing Management Options or Option Shares issued pursuant to the exercise of Management Options and shall not apply to Call Shares representing Management Roll-over Options or Option Shares issued pursuant to the exercise of Management Roll-over Options.