Rolling Shareholders definition
Examples of Rolling Shareholders in a sentence
From time to time following the date hereof, the parties hereto shall execute and deliver such other instruments of assignment, transfer and delivery (including the delivery by the Rolling Shareholders to Parent and/or Merger Sub of certificates representing the Contributed Shares) and shall take such other actions as any other party hereto reasonably may request in order to consummate, complete and carry out the transactions contemplated by this Agreement.
No amendment, modification or supplement to the Agreement shall be enforced against any party unless such amendment, modification or supplement is in writing and signed by Parent and each of the Rolling Shareholders.
The parties hereto intend that the Bain Contribution, the Advent Contribution, the Bear ▇▇▇▇▇▇▇ Contribution, the ▇▇▇▇▇▇▇▇ Street Contribution, the RVB Contribution, the RP Contribution and the Rolling Shareholders Contribution collectively be treated as a tax-free transfer under Section 351 of the Internal Revenue Code of 1986, as amended.
In connection with the Arrangement, the Rolling Shareholders and certain other Shareholders, who hold in aggregate 51,245,948 Shares (or approximately 48.6% of the issued and outstanding Shares (on a non-diluted basis)), have entered into irrevocable voting support agreements with the Purchaser providing for such shareholders to vote all Shares beneficially owned, controlled or directed by them in favour of the Arrangement.
This argument is further enhanced by the fact that the Casago Transaction is being done at a lower value then the Davidson Kempner proposal, which further supports the argument that Rolling Shareholders are receiving disproportionate benefit for their TRA waiver.
After considering all available alternatives, the Special Committee and the Board of Directors determined that entering into the Arrangement was in the best interests of the Company and is fair to the Shareholders (other than the Rolling Shareholders).
Upon completion of the Arrangement, the Company will be a wholly owned Subsidiary of the Purchaser, which in turn will be owned by the Rolling Shareholders.
Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Rolling Shareholders, their Affiliates and their respective Representatives may furnish information to, and engage and participate in discussions or negotiations with, a Person or group of Persons making a Takeover Proposal to the same extent that the Company is permitted to do so pursuant to Section 5.02 of the Merger Agreement.
Parent and the Rolling Shareholders have executed this Agreement as of the day and year first above written.
After careful consideration and taking into account, among other things, the unanimous recommendation of the Special Committee, the Board of Directors, has unanimously (with the Non-Participating Directors abstaining from voting) determined that the Arrangement is in the best interests of IOU Financial and fair to the Shareholders (other than the Rolling Shareholders in respect of the Rolling Shares).