Rollover Equity means the value of all Equity Interests of existing shareholders (including management) of the Parent Borrower (prior to giving effect to the Merger) that are converted into Equity Interests of Parent (valued based upon the cash consideration payable in the Merger) in connection with the Merger and the value of all Equity Interests of Parent issued to or otherwise directly or indirectly acquired by, any existing shareholders and management of the Parent Borrower (prior to giving effect to the Merger) in connection with the Transactions.

Rollover Equity shall have the meaning provided in the recitals to this Agreement.

Rollover Equity means Equity Interests issued by Project Baseball Sub, Inc. to certain existing management shareholders of HDV Holdings.

Examples of Rollover Equity in a sentence

At the Closing, (x) Buyer Parent GP shall transfer the Buyer Parent GP Interests to Buyer, (y) Buyer Parent shall transfer the Buyer Parent Interests to Buyer and (z) Buyer shall (i) pay to Seller in accordance with Section 2.05 an amount in cash equal to the Purchase Price, without withholding or deduction, to an account designated by Seller at least two (2) Business Days prior to the Closing Date and (ii) transfer to Seller the Rollover Equity.
Section 2.4 of the Purchase Agreement shall be deleted in its entirety and replaced with the following: Buyer, on the one hand, and Sellers, on the other hand, will be equally responsible for the payment of any and all Transfer Taxes associated with the transfer of the Equity Interests (including Rollover Equity Interests, if applicable) pursuant to this Agreement and any deficiency, interest or penalty with respect to such taxes.
Seller and Buyer acknowledge and agree that the fair market value of the Rollover Equity is equal to the Rollover Amount.
By: Name: Its: Name: LEGAL_US_E # 140171513.2 EXHIBIT A Contributor Contributed Shares Rollover Equity Cascade Comprehensive Care,Inc.
The parties hereto hereby agree that the Rollover Equity will be subject to the restrictions on transfer, drag-along obligations, tag-along rights and each other provisions contained in Article 7 and elsewhere in the Operating Agreement.

More Definitions of Rollover Equity

Rollover Equity has the meaning set forth in the preamble to this Agreement.

Rollover Equity means the Equity Interests in Holdings exchanged for Equity Interests in Parent by management of the Acquired Business.

Rollover Equity means the phantom equity interest of certain existing equityholders of Seller in Holdings valued at $4.3 million on terms and conditions satisfactory to the Administrative Agent in its reasonable judgment.

Rollover Equity means the common equity interests to be exchanged by members of management of Borrower for common equity interests in Holdings in an amount not less than $3.0 million on the terms and conditions set forth in the Acquisition Documents.

Rollover Equity has the meaning given in Section 2.2;

Rollover Equity means the continued common equity interest (including by sale or redemption for cash on the Closing Date with substantially contemporaneous reinvestment) of certain existing stockholders of Opco in Holdings (or in any direct or indirect parent of Holdings).