Rollover Persons definition

Rollover Persons means those holders of Company Options and/or Company Common Stock to be set forth in Section 9.03 of the Parent Disclosure Letter.
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Rollover Persons has the meaning set forth in the Recitals;
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Examples of Rollover Persons in a sentence

  • Parent and the Rollover Persons have caused to be executed or executed this Agreement as of the date first written above.

  • All representations and warranties of the Rollover Persons and Parent contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • All of the issued and outstanding share capital of Holdings is, and at the Effective Time will be, owned by the Rollover Persons.

  • This Agreement, and the obligation of the Rollover Persons to the cancellation of the Rollover Shares and Rollover Options, will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that this Section 7 and Section 9 shall survive the termination of this Agreement, and the parties hereto shall continue to be liable for breaches of this Agreement occurring prior to the termination of this Agreement.

  • This Agreement, and the obligation of the Rollover Persons to the cancellation of the Rollover Shares, will terminate immediately upon the valid termination of the Merger Agreement in accordance with its terms; provided, that this Section 6 and Section 8 shall survive the termination of this Agreement, and the parties hereto shall continue to be liable for breaches of this Agreement occurring prior to the termination of this Agreement.

  • The Rollover Persons acknowledge that they have been advised to discuss with their own counsel the meaning and legal consequences of the Rollover Persons’ representations and warranties in this Agreement and the transactions contemplated hereby.

  • The Rollover Persons hereby covenant that, from time to time, the Rollover Persons will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, such further acts, conveyances, transfers, assignments, powers of attorney and assurances necessary to cancel all of the Rollover Shares in accordance with the terms of this Agreement.

  • The Rollover Persons have full legal power and capacity to execute and deliver this Agreement and to perform their obligations hereunder.

  • As of the date hereof, other than the Rollover Shares, the Rollover Persons do not own, beneficially or of record, any Shares, Company Options, other securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities).

  • Immediately prior to the Closing, Parent shall issue to the Rollover Persons, and the Rollover Persons (or, if designated by the Rollover Persons in writing, in the name of an affiliate of the Rollover Persons) shall subscribe for, the number of Parent Shares at the ratio of one Rollover Share to one Parent Share and at a subscription price of US$0.0001 per share as set forth under the heading “Shares – Parent Shares” opposite the Rollover Persons’ name in Schedule A hereto.