Additional Rollover Shares Clause Samples
The "Additional Rollover Shares" clause defines the terms under which certain shareholders may contribute more of their existing shares into a new entity or transaction, rather than receiving cash or other consideration. In practice, this clause specifies the eligibility criteria for shareholders to participate, the process for electing to roll over additional shares, and any limits or conditions on the amount that can be rolled over. Its core function is to provide flexibility in structuring the transaction, allowing shareholders to maintain an equity interest in the new entity and potentially defer tax consequences, while also helping the acquiring party align interests with key stakeholders.
Additional Rollover Shares. Prior to the Closing Date and subject to prior notification of the Special Committee, Parent may, from time to time, enter into one or more rollover and support agreements, on substantially the same terms as the Rollover Agreement (the “Additional Rollover Agreements”), pursuant to which the Rollover Shareholders party thereto agree to contribute the number of Shares (the “Additional Rollover Shares”) set forth in such agreements to Parent immediately prior to the Effective Time, subject to the terms and conditions therein.
Additional Rollover Shares. From the date of this Agreement until the date that is two (2) Business Days prior to the date of the Stockholders’ Meeting, Parent may from time to time enter into one or more rollover agreements, on the same terms and conditions as the terms and conditions set forth in the Support Agreement (other than any terms and conditions set forth in Sections 9, 10 and 16 or as otherwise agreed by the Company (the “Additional Rollover Agreements”), pursuant to which no more than fifty (50) employees of the Company as agreed between Parent and the Company (the “Additional Rollover Stockholders”) agree to contribute to Parent, subject to the terms and conditions therein, the number of Shares set forth in such agreements.
Additional Rollover Shares. From the date hereof until the date that is two (2) Business Days prior to the Closing Date, Parent may from time to time enter into one or more rollover agreements, on substantially the same terms as the Rollover Agreement (the “Additional Rollover Agreements”), pursuant to which the Rollover Stockholders party thereto agree to contribute to Parent, subject to the terms and conditions therein, the number of Shares set forth in such agreements (the “Additional Rollover Shares”); provided that the aggregate number of Additional Rollover Shares shall not exceed 800,000 Shares (as adjusted in accordance with Section 3.01(e)).