Examples of Rollover Sellers in a sentence
The Sellers, the Seller Representative, Vulcan and the Rollover Sellers shall have delivered or caused to have been delivered (or shall be ready, willing, and able to deliver, or cause to be delivered) all agreements, instruments, documents, and other deliverables required to be delivered by such Persons pursuant to Section 2.3(b), Section 2.3(e), Section 2.3(d), Section 2.3(e), and Section 2.3(f).
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Series A Preferred Stock Purchase Agreement by and among Parent, the Rollover Sellers and the other parties thereto, dated as of the date hereof (the “Purchase Agreement”).
At the Closing, the Rollover Sellers shall contribute, convey, grant, transfer and deliver to Parent free and clear of all Liens, and Parent shall accept and take delivery from each Rollover Seller, a number of shares of Common Stock (the “Rollover Shares”) equal to such Rollover Seller’s Rollover Amount divided by the Per Share Equity Value (prior to adjustment pursuant to Section 3.2(f)) pursuant to a Contribution and Subscription Agreement in the form attached hereto as Exhibit D.
Parent and the Rollover Sellers hereby acknowledge and agree that the conveyance of the Rollover Shares for Parent Common Stock, by reason of being part of an overall integrated transaction, is intended to qualify as an exchange under Section 351 of the Code, and the parties hereto shall file all Tax Returns or other reports, as required, consistent with such position, and shall take no contrary position, unless required to do so by applicable Law.
Maintain at the end of each fiscal quarter a ratio of Consolidated EBITDAR of the Guarantor and its Subsidiaries for the most recently ended period of 12 fiscal months to the sum of (i) interest payable on, and amortization of debt discount in respect of, all Debt during such period plus (ii) rentals payable under leases of real or personal, or mixed, property during such period, in each case, by the Guarantor and its Subsidiaries of not less than 2.50 : 1.00.