Rollover Securities definition

Rollover Securities means the D Ordinary Shares to be issued to certain eligible

Rollover Securities has the meaning ascribed in the Recitals.

Rollover Securities means the number of Common Shares identified as Rollover Securities opposite each Rollover Securityholder’s name that are to be exchanged as contemplated by Section 1.14(d).

Examples of Rollover Securities in a sentence

• Subject to the terms and conditions set forth herein, (a) each Rollover Securityholder agrees that its/his Rollover Securities shall be cancelled at the Effective Time for no consideration, and (b) other than its/his Rollover Securities, all Equity Interests of the Company held by such Rollover Securityholder, if any, shall be treated as set forth in the Merger Agreement and not be affected by the provisions of this Agreement.

• If for any reason the Merger fails to occur but the Rollover Closing contemplated by Article II has already taken place, then Parent shall promptly take all such actions as are necessary to restore each such Rollover Securityholder to the position it was in with respect to ownership of the Rollover Securities prior to the Rollover Closing.

• No later than three (3) Business Days prior to the Closing, each Rollover Securityholder and any agent of such Rollover Securityholder holding certificates evidencing any of the Rollover Securities shall deliver or cause to be delivered to Parent all certificates representing such Rollover Securities in such Person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

• The “Holdco Per Ordinary Share Value” shall equal the amount obtained by dividing the aggregate equity contribution (including the value of the Rollover Securities of the Chairman Parties and Fosun International Limited determined by reference to the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable) to Holdco on the Closing Date by the number of ordinary shares of Holdco issued on the Closing Date.

• The Ordinary Shares to be sold by Parfield and its Affiliates pursuant to the Parfield SPA shall be referred to hereafter as “Parfield Pre-Closing Sale Shares.” For the purposes of this Agreement, the Rollover Securities of Centurium shall be deemed to include the Parfiled Pre-Closing Sale Shares; provided that Centurium shall have no obligations to contribute under Section 1.3(b) and Article V with respect to the Parfield Pre-Closing Sale Shares until the Parfield Pre-Closing Sale is completed.

More Definitions of Rollover Securities

Rollover Securities means the D Ordinary Shares to be issued to certain eligible CareTech Shareholders as a full or partial alternative to the Cash Consideration under the Partial Alternative Offer;"Rollover Securities Shareholders' Agreement"means the shareholders' agreement to be entered into by the holders of the Rollover Securities;"Sanction Hearing"the hearing of the Court to sanction the Scheme, at which the Court Order is expected to be granted (and any adjournment thereof);"Scheme Conditions"means the Conditions referred to in paragraph 1 of Part A of Appendix 1 to this Announcement;"Scheme Document"means the document to be sent to (among others) CareTech Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and the CareTech General Meeting;"Scheme Record Time"means the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the business day immediately prior to the Effective Date;"Scheme Shareholders"means holders of Scheme Shares;"Scheme Shares"means all CareTech Shares: (a) in issue at the date of the Scheme Document; (b) (if any) issued after the date of the Scheme Document but on or before the Voting Record Time; and (c) (if any) issued after the Voting Record Time and on or before the Scheme Record Time on terms that the holder or any subsequent holder thereof shall by bound by the Scheme or in respect of which the original or any subsequent holders shall have agreed in writing to be, bound by the Scheme, but excluding (i) in the case of references in this Announcement to "Scheme Shares" or "Scheme Shareholders" in relation to voting at the Court Meeting any Excluded Shares in issue at the Voting Record Time and any Scheme Shares referred to in (c) above and (ii) in the case of other references in this Announcement to "Scheme Shares" or "Scheme Shareholders" any Excluded Shares in issue at the Scheme Record Time;"Scheme"means the scheme of arrangement proposed to be made under Part 26 of the Companies Act between CareTech and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by CareTech and Bidco;"Sheikh Group"means, together, Sheikh Ventures Limited, Belgravia Investments Limited and Kensington Capital Limited;"Sheikh Holdings"means Sheikh Holdings Group (Investments) Limited;"Significant Interest"means in relation to an undertaking, a direct or indirect int...

Rollover Securities has the meaning set forth in Background Section C of this Agreement.

Rollover Securities means the Rollover Shares and the Rollover Options.

Rollover Securities has the meaning set forth in Section 3.1.

Rollover Securities has the meaning set forth in Section 2.01(b).

Rollover Securities means any shares of common stock, options or other equity-related interests of the Buyer which Buyer shall agree to issue to any Seller upon the surrender or cancellation of Securities held by such Seller.

Rollover Securities means those Shares exchanged by a holder for an equal value of membership interests of the Acquiror, par value $0.01, immediately prior to the Effective Time, as set forth on Schedule 2.10 of the Disclosure Schedules and pursuant to Section 5.15(b).