Rollover Shares definition

Rollover Shares has the meaning given in the recitals.

Rollover Shares has the meaning set forth in the Recitals.

Rollover Shares means the Shares set forth in the Rollover Agreement.

Examples of Rollover Shares in a sentence

• Upon the completion of the Scheme and the transfer of the Rollover Shares pursuant to the Rollover Agreement, the Company will become wholly-owned by the Offeror.

• If Bidco exercises its right to implement the acquisition of the Hotel Chocolat Shares by way of a Takeover Offer, the Rollover Shares will not be offered in the United States except pursuant to an exemption from or in a transaction not subject to registration under the Securities Act.

• Bidco expects to issue the Rollover Shares in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof (“Section 3(a)(10)”).

• The Rollover Shares that may be issued pursuant to the Acquisition have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange.

• The Rollover Agreement shall set forth the terms and conditions of the Rollover Transaction and shall provide that the applicable Rollover Participant will contribute a portion of such Rollover Participant’s Rollover Shares in exchange for the issuance by LP Holdings of Rollover Acquired Units, in accordance with the terms of the Rollover Agreement and the LP Holdings LPA.

More Definitions of Rollover Shares

Rollover Shares means (i) Shares (including Shares represented by ADSs) held by the Rollover Shareholders as of the date hereof as set forth in Schedule A attached hereto and (ii) any Shares (including Shares represented by ADSs) that the Rollover Shareholders may acquire following the date hereof and prior to the Effective Time by means of purchase, dividend or distribution, or issuance upon the exercise of any Company Options or warrants, the conversion of any convertible securities, the vesting of any Company RSs or Company RSUs or otherwise.

Rollover Shares means with respect to a Rollover Shareholder, Ordinary Shares Beneficially Owned by such Rollover Shareholder immediately prior to the Closing that are to be cancelled pursuant to the terms and conditions of this Agreement and the Merger Agreement.

Rollover Shares means, collectively, the shares of Company Common Stock contributed to Parent by the Rollover Shareholders pursuant to the Contribution and Exchange Agreement.

Rollover Shares means the shares of Company Common Stock held by Company Stockholder that are subject to the Rollover Agreement.

Rollover Shares means (a) 104,100,000 Company Shares held of record by Expert Master Holdings Limited and (b) 45,900,000 Company Shares held of record by UMW China Ventures (L) Ltd.

Rollover Shares has the meaning ascribed to it in the Contribution and Support Agreement.

Rollover Shares means Shares which are to be received by Parent (or its parent) pursuant to a Rollover Agreement;