Rollover Commitment Letter definition
Examples of Rollover Commitment Letter in a sentence
Except to the extent provided in the Equity Commitment Letters or the Equity Rollover Commitment Letter (subject to the terms of such letters and this Agreement), a Member is not required to make any additional capital contribution to the Company, and without unanimous consent of the Members shall not make any additional capital contributions.
INSURANCE, BANKS, POWERS OF ATTORNEY.............................................................
Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement and the Rollover Commitment Letter in reliance upon such Stockholder’s execution and delivery of this Agreement.
The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Merger Agreement or the Rollover Commitment Letter.
This Agreement (together with the Equity Rollover Commitment Letter executed by each of the Stockholders and the Merger Agreement) constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.
Notwithstanding the foregoing, the parties agree and acknowledge that (i) following the Closing, the fees and expenses of the Stockholders incurred in connection with this Agreement, the Rollover Commitment Letter and the transactions contemplated hereby and thereby shall be borne as set forth in the employment agreement to be entered into between ▇▇▇▇▇▇▇ ▇.
Except as set forth in Section 4.7, all actions and decisions to be taken by the Company relating to the Equity Rollover Commitment Letter, including with respect to any waivers, extensions, amendments, enforcement actions or negotiations relating to any of the foregoing, shall be made or taken by the Majority Investor Members.
The Guaranteed Party and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guarantor, any other Recourse Party or any Non-Recourse Party in connection with this Guaranty except as expressly set forth herein or in the Agreement, the Sponsor Commitment Letter, the Rollover Commitment Letter or the Confidentiality Agreement.
The Guarantor and its Affiliates are not relying upon any prior or contemporaneous statement, undertaking, understanding, agreement, representation or warranty, whether written or oral, made by or on behalf of the Guaranteed Party in connection with this Guaranty except as expressly set forth herein or in the Agreement, the Sponsor Commitment Letter, the Rollover Commitment Letter or the Confidentiality Agreement.
L.C. hereby represents, warrants and covenants that it has provided or made available to Parent prior to the date hereof true and complete copies of its certificate of formation and operating agreement and will not amend any of such documents prior to the Closing in a manner that could reasonably be expected to adversely affect its ability to perform its obligations hereunder or under the Rollover Commitment Letter or to consummate the transactions contemplated hereby or thereby.