Rollover Equity. (a) Executive shall roll over all of his shares of Company Common Stock (as defined in the Merger Agreement) and all of his Options (as defined in the Merger Agreement) into shares of New Company Common Stock (as defined in the Merger Agreement) and Retained Options (such rolled New Company Common Stock and Retained Options, the "Rollover Equity"), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise the Rollover Equity to the Company each year if (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied and (ii) the agreements governing the indebtedness of the Company permit the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to the Rollover Equity only.
(b) Executive shall give notice of his intention to exercise the put right described herein during the three (3) months prior to September 30 of a particular year. If the conditions to such exercise and payment have been met, the Company shall make payment in respect of the Rollover Equity as soon as practicable following the end of the applicable calendar year, but in no event later than January 31 of the following year. The per-share put price shall be based upon the fair market value of the New Company Common Stock as reasonably determined by the Board in light of all circumstances. In the case of Retained Options, the per-share put price shall be net of any applicable exercise price and withholding. The Board may, in its discretion, assign the rights and obligations of the Company under this Section 3.5 to any other person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee.
(c) Subject to the following sentence, in any given year, Executive may exercise the put right provided for herein with respect to no less than 25% of the aggregate number of shares of New Company Common Stock and/or Retained Options owned by Executive on the Effective Date; provided, however, that if Executive owns fewer than 25% of the aggregate number of shares of New Company Common Stock and Retained Options owned by Executive on the Effective Date, Executive may exercise the put right provided for herein with respect to all of such shares...
Rollover Equity. It is hereby acknowledged that, pursuant to the Merger Agreement, Executive’s pre-Closing equity awards granted under Cedar Fair’s 2016 Omnibus Incentive Plan were converted into the equity awards denominated in shares of the Company’s common stock, as set forth in Exhibit B (the “Rollover Equity”). Each such award shall remain governed by the terms of the applicable award agreement and this Agreement (to the extent specifically referred to herein).
Rollover Equity. Purchaser has provided to Seller all documents, agreements, due diligence and disclosure materials that Purchaser has provided or made available to any shareholders or subscribers that purchased shares of Purchaser’s common stock pursuant to subscription agreements with the Purchaser on or prior to the Closing Date.
Rollover Equity. Upon the Effective Time, Executive’s Company Stock Options and Company RSU Awards (as such terms are defined in the Merger Agreement) shall be converted into equivalent Holdco equity awards (collectively, the “Converted Awards”) in accordance with the terms and conditions set forth in Section 1.8 of the Merger Agreement, except that Executive agrees that the definition of “Constructive Termination” included in the award agreements applicable to the Converted Awards shall be replaced in its entirety, effective as of the Effective Time, with the definition of “Good Reason” set forth in Section 3(d)(ii).
Rollover Equity. Restricted Stock At the closing of the proposed acquisition (the “Closing”), the unvested restricted stock issued to Executives by the Company in 2005 and any vested restricted stock exchanged in order to satisfy the Rollover Amount (collectively, the “Restricted Stock”) will be appropriately adjusted as a result of the recapitalization of the Company and will remain outstanding and subject to the applicable terms and conditions set forth in the documents evidencing the award of the Restricted Stock by the Company and the applicable terms and conditions set forth in this document.
Rollover Equity. (a) Executive shall roll over all of his Options (as defined in the Merger Agreement) into Retained Options (as defined in the Merger Agreement), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options.
(b) Notwithstanding anything to the contrary contained in this Agreement, effective as of the date hereof, Executive waives any right to be cashed out of all of his Options under the Merger Agreement or to exercise any of his Options prior to the Effective Date.
Rollover Equity. Upon the Effective Time, Employee’s Former Awards will be rolled over into Rollover Awards, and the “Good Reason” definition under Employee’s Former Awards and all related rights are waived in their entirety and replaced in the Rollover Awards with the “Good Reason” definition set forth in Section 1 of this Agreement. To the extent that any award agreement with respect to any of Employee’s Rollover Awards provides for accelerated vesting or other payment or benefits upon a termination of employment (other than due to death), such acceleration, payment or benefit is subject to Employee executing, delivering and not revoking a general release acceptable to Cigna.
Rollover Equity. The Executive owns certain restricted stock awards and Company stock issued to the Executive in connection with the Company’s acquisition of Lansing, as further described on Appendix A. Notwithstanding any other provision of this Agreement, upon termination of the Executive’s employment by the Company for any reason other than for Cause, any unvested restricted stock awards described on Appendix A shall automatically vest, and any transfer restrictions on the restricted stock awards and Company stock described on Appendix A shall automatically lapse, without any further action by the Company or the Executive. For further clarity, the parties acknowledge that prior to the acquisition by the Company of Lansing Trade Group LLC, the Executive had been issued certain restricted membership units and membership unit rights from Lansing Trade Group LLC, and was entitled to additional such units for 2018 service, which normally would be issued in March 2019. The right under those plans (including the expected plan for 2018 service) to receive those units will be converted to the right to receive restricted common shares of the Company pursuant to a Company Restricted Share Award agreement to be provided in connection with such acquisition. While the general form of such Company Restricted Share Award agreement will be in the form of the Company’s equity incentive plan documents, the Company agrees that the material terms thereof will reflect the material terms and conditions of Executive’s prior membership unit plans, including “single trigger” vesting rights. For future service to the Company, as provided in Section 6, the Executive will receive Company Restricted Share Award agreements that have the same terms and conditions as the Company provides to its eligible executives generally, including “double trigger” vesting rights.
Rollover Equity o Mr. He’s 35,131,575 Shares representing 23.9% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 35,131,575 Ordinary Shares representing 27.1% of Holdco’s equity. o Mx. Xxxxx’x 9,053,420 Shares representing 6.2% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 9,053,420Ordinary Shares representing 7.0% of Holdco’s equity. o Happy Travel’s 15,518,002 Shares representing 10.6% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 15,518,002 Ordinary Shares representing 12.0% of Holdco’s equity. o Cxxxx Xxx'x 3,900,000 Shares representing 2.7% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 3,900,000 Ordinary Shares representing 3.0% of Holdco's equity. o Qxxxx Xxxxx'x 1,500,000 Shares representing 1.0% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 1,500,000 Ordinary Shares representing 1.2% of Holdco's equity. o Minjian Shi's 2,535,000 Shares representing 1.7% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 2,535,000 Ordinary Shares representing 2.0% of Holdco's equity.
Rollover Equity. Buyer shall issue to Seller 6,000 Class D Interests in Circle 8 Holdco LLC (“Holdco”), the sole owner of the equity interests of Buyer, representing a profits interest of six percent (6%) of all proceeds payable to the holders of Class A Units and Class D Units above the profits interest threshold amount as of Closing.
