Management Rollover. Notwithstanding any provision to the ------------------- contrary herein, the parties hereto agree that, if requested by Parent and agreed to by the applicable employees, so long as MLP, the GP Entities and the holders of Units shall not be adversely affected thereby, the parties hereto shall amend this Agreement prior to Closing to permit Units and/or Options (as herein defined) owned by certain employees of MLP to be exchanged for membership interests in Parent (in which event the aggregate Merger Consideration will be adjusted accordingly).
Management Rollover. 1.1 The following definitions are hereby added to Section 1.1 (Definitions):
Management Rollover. Joint Lead Arrangers shall be ------------------- satisfied with the amount and the terms and conditions of all management rollover of their equity in Borrower in connection with the Recapitalization.
Management Rollover. Prior to the Effective Time, (i) the shareholders designated on Schedule 9.2(n) of the Disclosure Schedules as Rollover Shareholders (the “Rollover Shareholders”) shall have contributed the Rollover Shares to Parent, pursuant to a Rollover Agreement (which such agreement shall be in full force and effect), in exchange for Series A Preferred Stock of Parent and (ii) the Rollover Shareholders, WP Entities and Parent shall have entered into a stockholders agreement regarding the ownership of the capital stock of Parent and a registration rights agreement regarding the registration of capital stock of the Parent, and each such agreement shall be in full force and effect.
Management Rollover. (a) Upon the terms and subject to the conditions of this Agreement, immediately prior to the Closing, the Buyer and the Company shall, to the extent within their respective control, cause the Management Rollover to be consummated in accordance with the Rollover Agreements. For purposes hereof, “Remaining Company Equity Interests” means the outstanding Company Equity Interests, other than the Rollover Company Equity Interests.
Management Rollover. The nature and amount of the ------------------- Management Rollover shall be reasonably satisfactory to the Arranger.
Management Rollover. Acquiror and any holder of Stock Options that is a member of the management of CPI may enter into an agreement providing that any or all of the Stock Options held by such holder shall be converted into stock options of Acquiror on the terms and subject to the conditions to be specified in such agreement. Schedule 1.7 (which shall be prepared by the Company and Acquiror after the date hereof and prior to the Closing) shall set forth the specific Stock Options subject to any such agreement.
Management Rollover. Notwithstanding anything to the contrary contained herein, the amount of the Equity Consideration to be paid by Parent and MergerCo in respect of the Merger pursuant to Section 1.2, the amount of the Equity Consideration to be delivered by MergerCo to the Company pursuant to the first sentence in Section 1.3(c) and the amount of the Equity Consideration to be paid by the Surviving Corporation to the Paying Agent pursuant to Section 1.3(c)(iii) shall each be reduced by an amount equal to product of (a) the aggregate number of shares of Company Stock held by Parent or MergerCo immediately prior to the Effective Time (collectively, the “Rollover Shares”) and (b) the Per Share Merger Consideration. For purposes of determining the Per Share Merger Consideration under this Agreement, the reduction in the amount of the Equity Consideration provided for in the preceding sentence shall be deemed not to have occurred and the Rollover Shares shall be deemed to be issued and outstanding and shall be included in the calculation of the Fully Diluted Number. The Rollover Shares shall be cancelled at the Effective Time as provided in Section 1.4(b).”
