Rollover Letter definition
Examples of Rollover Letter in a sentence
The stated amount of each Existing Rollover Letter of Credit and the expiry date therefor as of the Closing Date is set forth on Schedule 2.4.
The Pledgor has and will have good, valid and marketable title thereto, free and clear of all Encumbrances other than the security interest created by this Agreement and subject to the Voting Agreement and the Rollover Letter.
Further, each Rollover Consent (as defined in the Cashless Rollover Letter) that includes a consent to the terms of this Amendment may be compiled with, and deemed to be a part of, this Amendment.
In addition, from and after the date hereof until the Requisite Company Vote is obtained, in no event shall Parent amend, or waive any requirement under, the Voting Agreement or any Rollover Letter, in each case, without the prior written consent of the Company.
The Financing Letters contain all of the conditions precedent to the obligations of the parties thereunder to make Financing available to Parent on the terms therein, and the Rollover Letter contains all of the conditions precedent to the obligations of the parties thereunder to make the contribution to Parent described therein.
As of the date hereof, neither the Rollover Investors nor any Lender has notified Parent or Merger Sub of its intention to terminate any Financing Commitment or not to provide the Financing, and none of the Rollover Investors has notified Parent or Merger Sub of its intention to terminate any Rollover Letter or not to make the Rollover Investment.
The obligation of each Rollover Shareholder set forth in this Rollover Letter Agreement shall automatically and immediately terminate upon the earliest of (a) the occurrence of the Effective Time (provided that the obligations of such Rollover Shareholders have been discharged at such time), (b) the valid termination of the Merger Agreement in accordance with its terms and (c) the receipt by the Company (or by any other Person on behalf thereof) of the Parent Termination Fee.
No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub under the Financing Letters or the Rollover Letter; provided that in making the representations and warranties in this sentence, Parent is assuming that the condition set forth in Section 6.2(a) will be satisfied as of the Effective Time.
It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Rollover Letter Agreement and to enforce specifically the terms and provision of this Agreement in the courts specified in Section 9, and the parties hereto hereby waive any requirement for the posting of any bond or similar collateral in connection therewith.
As of the date of this Agreement, none of the Financing Letters or the Rollover Letter has been amended or modified and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect.