Rollover Agreements. Parent has delivered to the Company true, complete and fully executed copies of each Rollover Agreement, dated as of the date hereof (including all exhibits, schedules, and annexes), to be entered into in connection with the transactions contemplated hereby. Each Rollover Agreement provides that the Company is a third-party beneficiary thereof and has the right to specifically enforce Parent’s rights thereunder directly, subject to the terms thereof and of this Agreement. Each Rollover Agreement (i) has not been amended, supplemented, terminated, withdrawn, rescinded or modified (and no waiver of any provision thereof has been granted) and no such amendment, supplement, termination, withdrawal, rescission, waiver or modification is contemplated or pending as of the date hereof, and (ii) is a legal, valid and binding obligation of Parent and the applicable Person(s) whose Rollover Shares are the subject thereof (each, a “Rollover Person” and collectively, the “Rollover Persons”), is in full force and effect, and is enforceable in accordance with the terms thereof against Parent and the applicable Rollover Person, subject to the effect of any applicable Enforceability Exceptions. As of the date hereof, none of Parent or the Rollover Persons is in default of or breach under the terms and conditions of any of the Rollover Agreements, and no event has occurred (and on the Closing Date, assuming satisfaction of the conditions set forth in Section 9.01 and Section 9.02, no event shall have occurred and be continuing) which would (x) reasonably be expected to result in any breach of or constitute a default under (or an event which with or without notice or lapse of time or both would result in any breach of or constitute a default under) any Rollover Agreement, (y) reasonably be expected to result in a failure to satisfy a condition precedent under any Rollover Agreement, in each case, on the part of Parent or the Rollover Persons, or (z) reasonably be expected to permit any party to such Rollover Agreements to terminate any Rollover Agreement, in each case, other than failures of the condition to Parent’s obligation to consummate the Merger hereunder as provided under Section 9.01 or Section 9.02. Other than the Rollover Agreements and the Joint Bidding Agreement, as of the date of this Agreement there are no other agreements, side letters or arrangements to which Parent, Merger Sub or any Rollover Person is a party that could affect the ability to consummate the...
Rollover Agreements. The Rollover Agreements, duly executed by each Seller;
Rollover Agreements. As of the date hereof, the Company has entered into Option Rollover Agreements to be effective as of the Closing with each holder of Rollover Options providing that the Rollover Options held by each such holder will be exchanged at the Closing for non-vested Parent Replacement Options subject to the terms of the applicable Option Rollover Agreement, that will retain the same aggregate spread value as the Rollover Options they were exchanged for, and other than with respect to vesting, such Parent Replacement Options shall have substantially the same terms and conditions as applied to the Rollover Option immediately prior to the Closing. From and after the Closing, (i) each Parent Replacement Option may be exercised solely to purchase shares of Parent Common Shares, (ii) the number of shares of Parent Common Shares purchasable upon exercise of each Parent Replacement Option shall be equal to the number of shares of Company Common Stock that were purchasable under such option immediately prior to the Closing multiplied by the Exchange Ratio and rounded down to the nearest whole share, and (iii) the per share exercise price under each Parent Replacement Option shall be adjusted by dividing the per share exercise price of such option immediately prior to the Closing by the Exchange Ratio, and rounded up to the nearest whole cent. Notwithstanding the foregoing, the terms of each Rollover Option shall comply with the requirements of Code Section 409(A) and Treasury Regulation 1.409(A)- 1(b)(5)(v)(D).
Rollover Agreements. Company will use its commercially reasonable efforts to cause each of the Company Option Holders listed on Disclosure Schedule 5.14 to enter into either a Rollover Option or receive the Option Consideration, but if no election is made by a Company Option Holder, Company will use its commercially reasonable efforts to cause each such Company Option Holder to enter into a Rollover Option pursuant to Section 2.4(d) prior to the Closing Date.
Rollover Agreements. Section 9.5 SEC.................................................. Section 3.8
Rollover Agreements. Each Rollover Agreement requires the Rollover Shareholder party thereto to vote in favor of the Merger and contains a provision that such voting agreement may be specifically enforced by the Company.
Rollover Agreements. The Rollover Investors shall have consummated the Rollover Investment in accordance with the terms of the Rollover Agreement.
Rollover Agreements. Parent has delivered to the Company a true, complete and correct copy of the Rollover Agreement with the Initial Rollover Stockholder. Such Rollover Agreement is in full force and effect and is legal, valid, binding and enforceable, subject to the Bankruptcy and Equity Exception, obligations of Parent, Merger Sub or the Affiliates of Parent and Merger Sub, in each case to the extent party thereto, as applicable, and, to the Knowledge of Parent and Merger Sub, the Initial Rollover Stockholder. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Parent, Merger Sub or the Affiliates of Parent or Merger Sub party thereto or, to the Knowledge of Parent and Merger Sub, the Initial Rollover Stockholder under such Rollover Agreement. As of the date hereof, Parent has no reason to believe that any of the conditions to the contribution and exchange of shares contemplated by such Rollover Agreement will not be satisfied. There are no conditions precedent or other contingencies related to the contribution by the Rollover Stockholders of their Rollover Shares to Parent in exchange for common stock of Parent, other than as expressly set forth in or expressly contemplated by the Rollover Agreements.
Rollover Agreements. Parent shall use its commercially reasonable efforts to enforce the Rollover Agreements and the Investment Agreement in order to satisfy the condition in Section 6.3(e) (the “Rollover Condition”) and shall not amend, waive or modify any provision thereof or release any party from its obligations thereunder without the prior written approval of the Company; provided, however, that (i) the provisions of this Section 5.14 shall not be deemed to require Parent or Merger Sub to bring an Action to cause the enforcement of any Rollover Agreement or the Investment Agreement and (ii) the Rollover Condition shall not be affected by Parent’s performance of the provisions of this Section 5.14; provided further, however, that Parent and Merger Sub shall cooperate with the Company, including if the Company commences an Action, to enforce the Company’s rights under any or all of the Rollover Agreements and the Investment Agreement in order to satisfy the Rollover Condition. Notwithstanding any other provisions of this Agreement to the contrary, the failure of the Rollover Condition shall be deemed in and of itself to not be a breach by the Company of any provision of this Agreement and the Company shall not be liable to Parent, Merger Sub or their respective affiliates for any failure of the Rollover Condition to be satisfied. Other than allowing all holders of Company Common Stock to elect to ratably contribute their Shares to Parent in exchange for an equity interest in Parent or an affiliate of Parent, without the prior written approval of the Company, on and after the date hereof, Parent and Merger Sub shall not, directly or indirectly, increase, or seek in any way to increase, the number of Shares (including Rollover Shares) to be contributed at or prior to the Effective Time to Parent or any Subsidiary thereof above 8,003,842 Shares (inclusive of Rollover Shares).
Rollover Agreements. Prior to the Effective Time, Parent may enter into rollover agreements with certain management level employees of the Company or its Subsidiaries pursuant to which such employees will be given the option to convert a specific number of shares of Company Common Stock, Company Stock Options and/or shares of Company Restricted Stock into securities of Parent in lieu of the cash consideration otherwise payable to such employees with respect to such shares of Company Common Stock, Company Stock Options and/or shares of Company Restricted Stock under Article II hereof (collectively, the “Rollover Agreements”). Parent shall not be required to enter into any Rollover Agreements and the execution of any Rollover Agreements shall not be a condition precedent to the Closing. If the Parent elects to enter into any Rollover Agreements, the general terms of such agreements shall be described in the Proxy Statement (or in an amendment thereto) prior to the date of the Stockholders Meeting.
