Rollover Holder definition

Rollover Holder means a Stockholder who owns Rollover Equity.
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Rollover Holder means any employee or former employee of the Company or its Subsidiaries or permitted transferee thereof that transferred Company Common Stock to Purchaser prior to the Effective Time pursuant to a written agreement between Purchaser and such Person and notice of which transfer was made to the Stockholder Representative at least two Business Days prior to the date hereof.
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Rollover Holder means any Partnership Holder identified in Exhibit C hereto as receiving Rollover Consideration.
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Examples of Rollover Holder in a sentence

  • The Bill provides incentives for implementing the sustainable community strategies by allocating federal transportation funds to projects that reduce GHG emissions.

  • The Voting Agreement only applies to the Rollover Holder in his capacity as a shareholder of NTS; it does not limit or otherwise affect the Rollover Holder’s right to take (or not take) any action in his capacity as a director, officer or other fiduciary of NTS (including in connection with the go-shop process).

  • The Voting Agreement generally prohibits the Rollover Holder from transferring his shares of NTS common stock prior to the consummation of the Merger.

  • Additionally, Apel will continue to serve as CEO following the merger, and Sören Kjellin, the Company’s Chief Technology Officer as well as a Rollover Holder, will continue to serve in his current position following the merger.

  • Kempner, which is the beneficial owner of a majority of the voting stock of Loeb Holding Corporation (“LHC”), which is a Rollover Holder (defined below).

  • The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE NTS SPECIAL MEETING,” “SPECIAL FACTORS—Interests of NTS Directors and Executive Officers in the Merger,” “SPECIAL FACTORS—Differing Interests of NTS Shareholders and the Rollover Holder in the Merger,” and “THE MERGER AGREEMENT.” (d) Appraisal Rights.

  • Another detriment will be that none of the current NTS shareholders will, unlike the Rollover Holder, have the right to benefit from the future growth and earnings of NTS, if any.

  • The Rollover Holder acknowledges that Industrea is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Industrea and one or more businesses or assets.

  • Please update your disclosure relating to the employment arrangement of the Rollover Holder, as appropriate.

  • Similarly, the Holdings Parties, the T3 Parties and the Rollover Holder will also bear the risks of ongoing operations, including the risks of any decrease in the value of NTS after the Merger, which is the primary detriment of the Merger to these parties.


More Definitions of Rollover Holder

Rollover Holder means each Equity Holder whose name is set forth on Exhibit D hereto.
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Rollover Holder means a holder of Rollover Options, if any, or Rollover Shares, if any.
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Rollover Holder has the meaning specified in Section 1.1(b).
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Rollover Holder has the meaning set forth in the Recitals.
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Rollover Holder shall have the meaning as set forth in Section 2.2.
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Rollover Holder s/ Xxxx Xxxxx Xxxx Xxxxx Address: 0000 Xxxx Xxx Xxx 00X XXX, XX 00000 Exhibit A Rollover Bonus Opportunity Agreement (See attached) Execution Version Callodine MN Holdings, Inc. c/o Callodine Group, LLC Two International Place Ste. 1830 Xxxxxx, XX 00000 March 31, 2022 Xxxx Xxxxx c/o Callodine MN Holdings, Inc. Two International Place Ste. 1830 Xxxxxx, XX 00000 Re: Rollover “Bonus” Opportunity Dear Sir or Madam: Callodine MN Holdings, Inc., a Delaware corporation (“TopCo”), and the undersigned individual designated as the “Rollover Holder” on the signature page hereto (the “Rollover Holder”), who is a holder of shares of Class A Common Stock (“Class A Stock”) of Xxxxxxx & Xxxxxx, Inc., a Delaware corporation (the “Company”), are executing this letter agreement (this “Letter Agreement”) in connection with the Rollover Holder’s entry into a Rollover Agreement dated as of even date herewith (the “Rollover Agreement”) with TopCo pursuant to which (i) options to purchase shares of Class A Stock will be substituted with options to purchase shares of common stock of TopCo and (ii) the Rollover Holder will contribute to TopCo, and TopCo will receive from the Rollover Holder, shares of Class A Stock in exchange for the issuance by TopCo to the Rollover Holder of shares of common stock of TopCo. We refer to the foregoing substitution, contribution and receipt as the “Rollover Transaction”; to the shares of Class A Stock subject to the foregoing exchange (including shares of Class A Stock that would be issuable upon net or “cashless” exercise of the options subject to the foregoing substitution) as the “Rollover Shares”; and to the shares of common stock of TopCo received by the Rollover Holder in exchange for the Rollover Shares (and the shares of common stock of TopCo that would be issuable upon net or “cashless” exercise of the TopCo options issued in the Rollover Transaction) as the “Initial TopCo Shares”. The Rollover Transaction will close substantially contemporaneously with, and contingent upon, the closing of the merger transactions contemplated by the Merger Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Callodine MidCo, Inc. (“Parent”), a Delaware corporation and a direct wholly owned subsidiary of TopCo, Callodine Merger Sub, Inc., a Delaware corporation (“Corp Merger Sub”) and a direct wholly owned subsidiary of Parent, Callodine Merger Sub, LLC, a ...
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Related to Rollover Holder

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • Effective FTR Holder means:

  • Rollover Shares has the meaning given in the recitals.

  • 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.

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

  • Other Holder has the meaning specified in Section 2.2(b).

  • Grandfathered Stockholder has the meaning set forth in Section 1.1.

  • Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

  • Rollover Notice shall have the meaning ascribed thereto in Section 5.2.

  • Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Rollover Distribution shall be defined as set forth in Section 5.05, herein."

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

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

  • Unit Holder means the owner of one or more Units.

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

  • Non-U.S. Holder means a Holder that is not treated as a United States person for U.S. federal income tax purposes as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended from time to time.

  • Rollover Date means the date of commencement of a new Interest Period applicable to a Loan and which shall be a Banking Day.

  • Class B Holder means the Person in whose name a Class B Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent, request or waiver pursuant to this Agreement, the interest evidenced by any Class B Certificate registered in the name of the Transferor, Servicer, or any Person actually known to an Authorized Officer of Trustee to be an Affiliate of the Transferor or Servicer, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, request or waiver shall have been obtained.

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Octopus Holder means a user of an Octopus who may be an AAVS Account Holder or who has linked his/her Octopus to an AAVS Account in the name of one of his/her family members or friends;

  • Company Optionholder means a holder of Company Options.