Rollover Consideration definition

Rollover Consideration means, with respect to a Rollover Shareholder, a number of Topco Shares equal to the number of the Rollover Shares of such Rollover Shareholder (which number, determined based on the number of Rollover Shares of such Rollover Shareholder as of the date hereof, is set forth in the column entitled “Rollover Consideration” opposite such Rollover Shareholder’s name on Schedule A hereto).
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Rollover Consideration means, with respect to a Shareholder, the number of HoldCo Shares set forth in the column entitled “Rollover Consideration” opposite such Shareholder’s name on Schedule A hereto (as may be adjusted from time to time by the Sponsor in accordance with Section 4.5).
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Rollover Consideration means the aggregate value of the Rollover Securities, valued as follows: (a) each such share of Common Stock shall be valued at the Per Share Amount, (b) each such Option shall be valued at the Per Share Amount less the exercise price for such Option, and (c) each such Right shall be valued at the Per Share Amount less the exercise price for such Right.
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Examples of Rollover Consideration in a sentence

  • On the date of the Rollover Closing, Topco shall deliver to the Rollover Shareholder or its designated Person (as applicable) a certified true copy of Topco’s updated register of members reflecting the ownership of such Rollover Shareholder or its designated Person (as applicable) of the Rollover Consideration.

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  • For illustration purposes only, Annex F hereto sets forth a hypothetical calculation of the Purchase Price, the allocation of the Closing Cash Consideration and the Closing Rollover Consideration and an Earn-Out Amount to each Member, in each case, based on the assumptions outlined therein.

  • On the date of the Rollover Closing, Topco shall deliver to each Rollover Shareholder or its designated Person (as applicable) a certified true copy of Topco’s updated register of members reflecting the ownership of such Rollover Shareholder or its designated Person (as applicable) of the Rollover Consideration.

  • On the date of the Rollover Closing, Topco shall deliver to the Rollover Shareholder or his designated Person (as applicable) a certified true copy of Topco’s updated register of members reflecting the ownership of such Rollover Shareholder or his designated Person (as applicable) of the Rollover Consideration.

  • The Rollover Shareholders shall deliver to the HoldCo all certificates representing the relevant Rollover Shares and Rollover Warrants no later than three (3) Business Days prior to the completion of the issue of and subscription for the Rollover Consideration.

  • The Rollover Election Notice was provided on 15 October 2014.Interest Rate12% per annum.Fees payable by the Company under each noteAn amount of $5,000 is payable as Rollover Consideration if the Rollover Extension is exercised.

  • Subject to the terms and conditions of the Support Agreement, at or immediately prior to the completion of the Merger, in consideration for the cancellation of the Rollover Shares and Rollover Warrants, the HoldCo shall issue or case to be issued to the Rollover Shareholders (or its affiliates), and such Rollover Shareholders (or its affiliates) shall subscribe for the HoldCo Shares (i.e. the Rollover Consideration).

  • The COR should be immediately notified of any such damage caused by the contractor or any of its employees.

  • For the avoidance of doubt, the cancellation of Rollover Shares and Rollover Warrants shall only take place at the Effective Time in accordance with the Support Agreement, notwithstanding the fact that the completion of the issue and subscription of the Rollover Consideration may take place prior to the Effective Time.


More Definitions of Rollover Consideration

Rollover Consideration means, collectively, the Intermediate Rollover Consideration and the Purchaser Rollover Consideration;
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Rollover Consideration means, with respect to a Shareholder, the number of Parent Shares set forth in the column entitled “Rollover Consideration” opposite such Shareholder’s name on Schedule A hereto (as may be adjusted from time to time by the Sponsor in accordance with the Interim Investors Agreement).
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Rollover Consideration means the amount of Merger Consideration to which the Rollover Holders are entitled as set forth on Updated Exhibit C.
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Rollover Consideration means 125,500 Common Units. Active 11524237 10 Exhibit 2.1
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Rollover Consideration means the consideration described in an applicable Rollover Agreement and payable to a Rollover Shareholder for the transfer of such Rollover Shareholder's Rollover Shares.
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Related to Rollover Consideration

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Option Consideration has the meaning set forth in Section 2.3(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).