Rollover Interests definition

Rollover Interests means a number of Interests that are Shares of the Company, OpCo Membership Interests or OpCo Profits Units that collectively, using the Merger Consideration applicable to such Rollover Interests, have a value equal to (i) the aggregate value of all Interests (calculated using the Merger Consideration applicable to such Interests) minus (ii) $200,000,000, rounded to the nearest Share of the Company, OpCo Membership Interest or OpCo Profits Unit, as applicable. Notwithstanding anything in the Merger Agreement to the contrary, (x) the OpCo Merger Consideration for the OpCo Membership Interests held by the Investors shall be determined without deduction of the OpCo Membership Interest Distribution Amount and (y) the OpCo Profits Units Merger Consideration for the OpCo Profits Units held by the Investors shall, for the avoidance of doubt, be determined by reference to the OpCo Merger Consideration (without deduction of the OpCo Membership Interest Distribution Amount) and taking into account any hurdle amount, catch-up hurdle amounts, catch-up adjustments or other similar adjustments as set forth in the terms of the applicable OpCo Profits Units. No later than 90 days following the date of this Agreement, AE shall designate in AE’s sole discretion (on his behalf and on behalf of the other Investors) the Interests of the Investors that will comprise the Rollover Interests and their corresponding values by delivering to the Parent Entities an updated Exhibit A to specifically identify the Rollover Interests in the column titled “Rollover Interests”. AE shall take actions reasonably within his control to cause the applicable HoldCo to (1) comply with the terms of this Rollover Agreement, and (2) consummate the Rollover Closing pursuant to this Agreement and pursuant to the rollover agreement by and among, among others, the Parent Entities, Xxxxxxx Xxxxxxxxx and the HoldCos. The rights, obligations, representations, warranties and covenants of the HoldCos under this Agreement are limited solely to the Interests for which the applicable HoldCo is the record owner and if any HoldCo is not or ceases to be a record holder of any Rollover Interests, such HoldCo shall automatically cease to be included in the definition of “Investor” for the purposes of this Agreement.

Rollover Interests means those shares of the Company Stock, as set out in Annex I, that the Rollover Holders rollover into the final entity structure.

Rollover Interests has the meaning assigned to that term in the Recitals to this Agreement.

Examples of Rollover Interests in a sentence

• The Direct Purchase and the Rollover were properly and legally completed at the same time on September 29, 2017 and, in connection therewith, Compass further contributed the Rollover Interests, through its directly wholly-owned subsidiary, to Global Appliance LLC.

• When issued in accordance with the terms of this Agreement, the Rollover Interests will be duly authorized, validly issued, fully paid and non-assessable and free and clear of all Encumbrances, except (i) as set forth in the Term Sheet or the Partnership Agreement, (ii) liens created by or imposed upon Rollover Investor and (iii) restrictions on transfer under federal, state and/or foreign securities Laws.

• Rollover Investor is not acquiring the Rollover Interests as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, internet publication or similar media or broadcast over television, radio or the internet or presented at any public seminar or meeting.

• Rollover Investor has received, has read, and is familiar with, the Term Sheet and is aware that no Governmental Entity in Luxembourg has passed upon the Rollover Interests or made any finding or determination concerning the fairness of this investment.

• 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 Newco Interests (including Newco Rollover Interests, if applicable) or the Pre- Closing Restructuring pursuant to this Agreement and any deficiency, interest or penalty with respect to such taxes.

More Definitions of Rollover Interests

Rollover Interests. (collectively, the “Rollover Interests”) in return for ordinary shares of the Buyer Parent; and

Rollover Interests means an aggregate amount of Class A Units (as defined in the Parent LLC Agreement) of Parent issued to the Seller, at a price equal to $1,000 per Class A Unit, in exchange for the Contributed Shares in accordance with the terms of the Subscription Agreement.

Rollover Interests has the meaning specified in the Rollover Agreement. “Second Earn-Out Period” has the meaning ascribed to such term in Exhibit G to this Agreement. “Securities Act” means the Securities Act of 1933. “Security Breach” means any (a) security breach or breach of Protected Data under applicable Privacy and Security Requirements or any unauthorized access, acquisition, use, disclosure, modification, deletion, or destruction of Protected Data; or (b) unauthorized interference with system operations or security safeguards of the Company’s information systems, including any phishing incident or ransomware attack. “Seller Credit Agreements” means any credit agreement, note, debenture, indenture or other evidence of Indebtedness for Borrowed Money of Seller and/or any of its Affiliates. “Seller Deferred Compensation Plan” means the Deferred Compensation Plan of Xxxx Xxxxx & Sons, Inc., as amended and restated effective as of January 1, 2016, including amendments through December 31, 2016 (as it may be further amended or amended and restated or otherwise modified from time to time). “Seller Disclosure Schedule” means the disclosure schedule of Seller delivered to Buyer in connection with the execution and delivery of this Agreement.

Rollover Interests means, with respect to each Rollover Seller, a number of Membership Interests equal to (i) the Aggregate Fully Diluted Membership Interests multiplied by (ii) a fraction the numerator of which is such Rollover Seller’s Rollover Amount and the denominator of which is the Preliminary Net Purchase Price.

Rollover Interests means the Blocker LP Interests and LP Interests identified as “Rollover Interests” in all of the Rollover Agreements.

Rollover Interests means such number of Units (as defined in the Easton Xxxx LLC Agreement) issued to Seller pursuant to that certain Subscription Agreement, dated as of February 1, 2006 by and between Xxxxxxx Holdings, LLC and Seller.

Rollover Interests means the Blocker LP Interests and LP Interests identified as “Rollover Interests” in all of the Rollover Agreements. “Rollovers” has the meaning set forth in the recitals hereto.