Rollover Agreements definition

Rollover Agreements means the rollover agreements, dated as of the date hereof, between Holdco, Parent and each of the Rollover Securityholders.

Rollover Agreements has the meaning set forth in the recitals.

Rollover Agreements means those certain agreements between Parent and each Rollover Stockholder pursuant to which each Rollover Stockholder has agreed, severally and not jointly, to contribute, immediately prior to the Effective Time, their respective Rollover Shares to Parent in exchange and as total consideration for the Rollover Equity.

Examples of Rollover Agreements in a sentence

• This Agreement (together with ECLs, the Rollover Agreements and the Stockholder Agreement Documents) contains the entire agreement among the Investors with respect to the transactions contemplated hereby and supersedes all prior and contemporaneous agreements, discussions, negotiations, correspondence, communication, understandings, promises and representations, whether written or oral, among the Investors with respect to the subject matter hereof.

• The Investors will work together in good faith to determine the filings that are required by applicable antitrust, competition, foreign investment, fair trade, “know your customer”, anti-money laundering or anti-bribery laws or regulations or other applicable laws or regulations relating to or in connection with the transactions contemplated hereby and in the ECLs and the Rollover Agreements, as well as the acquisition of Target under the Merger Agreement (“Regulatory Laws”).

• For U.S. federal, and applicable state and local income tax purposes each of the Rollover Contributions and the Cash Contributions, taken collectively, together with the contributions and exchanges pursuant to Section 2.1 of the Incentive Rollover Agreements, shall be treated as an integrated transaction qualifying under Section 351(a) of the Internal Revenue Code of 1986, as amended.

• This Agreement (including the exhibits and schedules hereto, including the Company Disclosure Schedule), the Rollover Agreement, the Additional Rollover Agreements (if any) and the Limited Guarantees constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof.

• Other than this Agreement and the Contemplated Transactions (and except as may be set forth or contemplated by the Rollover Agreements with respect to the Rollover Shares), there are no agreements, arrangements or understandings to which Parent or any of its Subsidiaries is a party with respect to the acquisition, divestiture, retention, purchase, sale or tendering of the capital stock or other equity interest of the Company or any of its Subsidiaries.

More Definitions of Rollover Agreements

Rollover Agreements has the meaning given in Section 2.2;

Rollover Agreements means the agreements dated as of November 22, 2000, among HDD Holdings, Seagate SAN and Tape Holdings, respectively, Holdings and certain continuing members of management.

Rollover Agreements means those certain Amended and Restated Contribution and Exchange Agreements, by and among the Rollover Investors, the Company and Aggregator LLC, pursuant to which Rollover Investors contributed certain Equity Securities held by them in exchange for interests in the Company, which were subsequently exchanged for Corresponding Aggregator Units.

Rollover Agreements means the agreements entered on the date hereof, by and between the Purchaser and each of [ ], [ ] and [ ] with respect to the Management Rollover Shares.

Rollover Agreements has the meaning specified in the Recitals.

Rollover Agreements shall have the meaning set forth in the Recitals hereto.

Rollover Agreements means each Rollover Agreement, taken together.