Rollover Transaction definition
Examples of Rollover Transaction in a sentence
The Rollover Transaction, taken together with certain contributions prior to and in connection with the Transactions, is intended to qualify as an exchange within the meaning of Section 351(a) of the Code (“Intended Tax Treatment”).
Each Person executing a counterpart hereto (including the holders of Company Common Stock) acknowledges and agrees that the value per share assigned to the Rollover Common Shares for purposes of the Management Rollover Transaction was equal to the Class A Non-Rolling Per Share Closing Merger Consideration.
The transaction referred to in the foregoing sentences is referred to herein as the “Rollover Transaction.” The parties agree that the Rollover Transaction is intended to constitute a transaction described in Code Section 721.
Notwithstanding anything to the contrary contained in this Agreement, all references to “holders of Company Common Stock” or “holdings of Company Common Stock” shall, except as where stated otherwise, be deemed references to holders or holders of Company Common Stock as of immediately prior to the Management Rollover Transaction.
The obligation to consummate the Rollover Transaction shall not be conditioned upon the closing of the other Transactions contemplated by this Agreement.