Rollover Value definition

Rollover Value means, with respect to each Seller, the sum of (1) the product of (x) the number of Rollover Shares to be exchanged for Buyer Common Stock pursuant to the terms of this Agreement and an Exchange Agreement and (y) the Per Share Amount plus (2) the product of (x) the number of Rollover Options to be exchanged for options to acquire Buyer Common Stock pursuant to the terms of this Agreement and an Exchange Agreement and (y) the Per Option Amount for such Rollover Options.

Rollover Value has the meaning set forth in the Recitals. When used with respect to a Rollover Stockholder, Rollover Value means the amount set forth opposite such Rollover Stockholder’s name on Schedule 1.2 attached hereto under the column entitled “Rollover Value.”

Rollover Value means an amount equal to the sum of the dollar value of the Carry Rollover Securities and the Rolled Securities plus $5,000,000.

Examples of Rollover Value in a sentence

• In consideration therefore, at the Rollover Closing, Aggregator shall issue to the Investor a number of Aggregator Units with the same value (based on the price per unit paid by Sponsor to acquire equity interests in Aggregator) as the Rollover Value.

• ROLLOVER SELLERS: [SIGNATURE BLOCKS TO BE INSERTED] ​ ​ [Signature Page to Contribution, Rollover and Sale Agreement] ​ Schedule A​​ Rollover Value and Rollover Sellers Rollover Value per Rollover Share: Rollover Share Rollover Value Series A Share $1,240.00; provided, that if the Rollover and Sale Closing does not take place on or prior to February 5, 2024, such amount shall increase at an annual rate of 16% from and after such date until the Rollover and Sale Closing occurs.

• Name:OCM HLCN HOLDINGS, L.P.Address:c/o Oaktree Capital Management, LLC 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxxx E-mail: xxxxxx@xxxxxxxxxxxxxx.xxx $27,556,191 less such Purchaser’s aggregate Rollover Value pursuant to the Contribution Agreement; provided, that if such Purchaser’s Aggregate Purchase Price Amount is equal to or less than $0, then Subsection 6.1(b) shall apply with respect to such Purchaser.

• The Parties acknowledge and agree that the Rollover Value shall have an estimated aggregate value of $4,776,011.00, as adjusted in the Closing Allocation Table or Final Allocation Table, as applicable.

• Each holder of shares of Common Stock will receive, for each share of Common Stock held thereby immediately prior to the Closing (other than Rollover Shares), an amount equal to (i) the Closing Payment, plus the Rollover Value, plus the Aggregate Option Exercise Price (as defined below), minus the Aggregate Preferred Consideration, divided by (ii) the Fully Diluted Number of Common Shares (as defined below) (such amount, the “Per Common Share Consideration”).

More Definitions of Rollover Value

Rollover Value means the aggregate value of the Retained Units, as set forth on Schedule 1.1. “RSM” shall have the meaning set forth in Section 2.2(f).

Rollover Value means an amount equal to (a) the product of (i) the Per Common Share Amount, without giving effect to the cap per day of $14.25 per share or the minimum per day of $10.25, multiplied by (ii) the number of shares of BFI Common Stock subject to the Rollover Options; less (b) the Aggregate Option Exercise Price.

Rollover Value means the product of (i) the Merger Consideration and (ii) the number of Rollover Stock.

Rollover Value means, with respect to a Reinvesting Employee, his or her Reinvesting Employee Cash Entitlement, which such Reinvesting Employee has elected to roll-over into an investment in TJ Chemical Holdings LLC pursuant to the Rollover Letter Agreements, less without duplication (A) principal of, and accrued interest through the Closing Date on, any Management Loan held by such Reinvesting Employee, (B) an additional 20% of principal of, and accrued interest through the Closing Date on, any Management Loan held by such Reinvesting Employee, and (C) the Hold-Back Amount (as defined in such Reinvesting Employee’s Rollover Letter Agreement) as advised by Seller to Buyer prior to the Closing Date, as calculated by Seller based upon the details of each Reinvesting Employee’s rollover election pursuant to the Rollover Letter Agreements provided by Buyer to Seller prior to the Closing Date.

Rollover Value means the amount set forth opposite such Rollover Stockholder’s name on Schedule 1.2 attached hereto under the column entitled “Rollover Value.”

Rollover Value means, with respect to Rollover Equity held by a Rollover Equityholder, (i) the value of such Rollover Equity that such Rollover Equityholder has agreed to rollover into equity securities of Parent pursuant to such Rollover Equityholder’s Rollover Agreement to be determined as of the Closing Date based on the Estimated Aggregate Merger Consideration plus (ii) a cash amount representing such Rollover Equity’s pro rata portion of the Escrow Amount. Such value shall be equal to the portion of the Estimated Aggregate Merger Consideration that such Rollover Equityholder would have received hereunder in respect of such Rollover Equity if such Rollover Equityholder had not agreed to rollover such Rollover Equity into equity securities of Parent (i.e., before giving effect to any reduction in the relevant portion of the Estimated Aggregate Merger Consideration for Rollover Value).

Rollover Value means, with respect to the Conversion of a Rollover Stockholder’s Rollover Securities, an amount equal to the applicable portion of the Aggregate Merger Consideration that such Rollover Stockholder is entitled to receive in accordance with Sections 3.1(b) and 3.3(b) in respect of such Rollover Stockholder’s Rollover Securities.