Rollover Seller definition

Rollover Seller means a holder of Rollover Shares and/or Rollover Options, as applicable.
Sample 1Sample 2
Rollover Seller means any Proceeds Recipient who delivers an Alternative Consideration Election and confirms its status as an Accredited Investor therein;
Sample 1Sample 2
Rollover Seller has the meaning set forth in the Preamble.
Sample 1

Examples of Rollover Seller in a sentence

  • Such Rollover Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Series E Preferred Units.

  • Such Rollover Seller shall cooperate reasonably with Holdings to provide any information necessary for any applicable securities filings required to be made by Holdings in connection with the transactions contemplated hereby.

  • Such Rollover Seller understands that the Series E Preferred Units must be held indefinitely unless and until the Series E Preferred Units are registered for resale under the Securities Act or an exemption from such registration is available.

  • Such Rollover Seller understands that the acquisition of the Series E Preferred Units involves a high degree of risk.

  • Such Rollover Seller and each of its Representatives have been furnished with all materials relating to the business, finances and operations of Holdings that have been requested and materials relating to the offer and acquisition of the Series E Preferred Units that have been requested by such Rollover Seller and its Representatives.

  • Such Rollover Seller understands that the Series E Preferred Units will bear a restrictive legend substantially in the form as set forth below: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.

  • Neither such inquiries nor any other due diligence investigations conducted at any time by such Rollover Seller and its Representatives shall modify, amend or affect such Rollover Seller’s right (i) to rely on Holdings’ representations and warranties contained in Article V or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in this Agreement, or any other Ancillary Agreement.

  • Such Rollover Seller and its Representatives have been afforded the opportunity to ask questions of Holdings.

  • Such Rollover Seller has been advised by its advisors of and is aware of the provisions of Rule 144 promulgated under the Securities Act.

  • Such Rollover Seller has been advised and understands that the Series E Preferred Units have not been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act).


More Definitions of Rollover Seller

Rollover Seller has the meaning assigned to it in Section 1.04. “Rollover Units” has the meaning assigned to it in Section 1.04. “SEC” means the Securities and Exchange Commission. “Securities” has the meaning assigned to it in the Recitals of this Agreement. “Seller” and “Sellers” have the meaning assigned to them in the Preamble of this Agreement. “Seller Material Adverse Effect” has the meaning assigned to it in Section 2.01. “Sellers’ Representative” has the meaning assigned to it in Section 12.15(a). “Solvent” has the meaning assigned to it in Section 5.06. “Specified Acquisitions” has the meaning assigned to it in Section 1.06(f)(x). “Specified Liens” means, collectively (i) Liens arising under Governing Documents of Holdings or the Company LLC Agreement, (ii) Liens arising under this Agreement and the Ancillary Documents, (iii) Liens arising from acts of Purchaser or its affiliates taken in connection with the Closing and (iv) restrictions on transfer under applicable Law. “Statement” has the meaning assigned to it in Section 1.06(b). “Straddle Period” means any taxable period that begins on or prior to, and ends after, the Closing Date. A “subsidiary” of any person means another person an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, a majority of the equity interests of which) is owned directly or indirectly by such first person. “Target Working Capital” has the meaning assigned to it in Section 1.06(f)(xi). “Tax” or “Taxes” means all U.S. federal, state, local or non-U.S. taxes, including income, franchise, premium or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation or unemployment compensation, excise, withholding, ad valorem or value added taxes, and any other governmental fees, duties, customs, tariffs or assessments imposed by any Governmental Entity, in each case in the nature of a tax, including all interest, penalties or additions imposed with respect to such amounts.
Sample 1
Rollover Seller means Xxxxxx Executive Capital LP;
Sample 1
Rollover Seller means each Seller who owns Contributed Units as set forth on the Schedule of Sellers.
Sample 1
Rollover Seller means each Seller that has an amount listed across from such Seller’s name on Annex I attached hereto under the heading “Rollover Amount”.
Sample 1
Rollover Seller means Jxxx X. Xxxxxxxxx.
Sample 1
Rollover Seller means any holder of Company Units that enters into an agreement with Buyer or its Affiliates providing for the contribution by such holder of Company Units to Buyer on the Closing Date prior to the Closing.
Sample 1

Related to Rollover Seller

  • Rollover Shares has the meaning given in the recitals.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Company Shareholder means any holder of any Company Shares.

  • Rollover means the renewal of all or any part of any LIBOR Rate Loan upon the expiration of the Interest Period with respect thereto, pursuant to Section 2.3.

  • Seller has the meaning set forth in the Preamble.

  • Buyer has the meaning set forth in the preamble.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Rollover Amount has the meaning set forth in Section 7.16(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Seller Parent has the meaning set forth in the Preamble.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.