Rollover Shares. The Rollover Shares shall not be entitled to receive the Per Share Price and shall, immediately prior to the Closing, be contributed to a Subsidiary of Parent pursuant to the terms of the Rollover Agreement and treated in accordance with Section 2.9(a)(ii).
Rollover Shares. Immediately prior to the Effective Time, the Rollover Shareholders shall contribute the Rollover Shares to Parent pursuant to the Contribution Agreements.
Rollover Shares. The Rollover Shares shall, as of the Closing as contemplated hereby, be validly issued, fully paid and nonassessable, issued in conformity with applicable Law and shall be owned of record and beneficially by Seller, free and clear of any and all Encumbrances, except for those Encumbrances arising under the Stockholders Agreement and any Encumbrances created by Seller.
Rollover Shares. Stockholder No. of Rollover Shares ----------- ----------------------
Rollover Shares. At the Effective Time, each (i) Class A Share and (ii) Class A Share subject to the Director RSU Award that has vested pursuant to Section 2.03(b), that is issued and outstanding immediately prior to the Effective Time and held by Parent or its Affiliates as of immediately prior to the Effective Time (the “Class A Rollover Shares”) as a result of having been acquired by Parent of its Affiliates pursuant to a rollover agreement in a form mutually acceptable to Parent and the Company (each a “Rollover Agreement”) or in connection with the funding of a capital commitment set forth in an Equity Commitment Letter shall be canceled and shall cease to exist (the “Rollover”) in accordance with Section 2.01(b); provided that the Rollover shall be permitted only if, as of immediately prior to the Effective Time, no Class B Shares are issued and outstanding (whether as a result of the redemption of such shares or the conversion of such shares into Class A Shares prior to such time).
Rollover Shares. The Shareholder and the Company agree that 143,393 of the Shareholder's 205,000 Rollover Shares (as defined herein) will be subject to an earn out as provided in this Agreement.
Rollover Shares. For the avoidance of doubt, the Rollover Shares shall not be entitled to receive the Merger Consideration and shall, immediately prior to the Effective Time, be contributed (or otherwise transferred), directly or indirectly, to Topco Inc. pursuant to the terms of the JA Rollover Agreement.
Rollover Shares. In connection with the transactions contemplated by this Agreement, the Rollover Stockholders have entered into the Rollover Agreements pursuant to which they have each committed to, immediately prior to the Effective Time, exchange their Rollover Shares, the number of such shares being such number that has a value in the aggregate equal to the Aggregate Equity Consideration Value using the Per Share Aggregate Base Transaction Value, for direct or indirect equity interests of JV Co, in an aggregate amount of fifteen percent (15%) of the outstanding common membership interests of JV Co, and the Per Share Additional Merger Consideration Amount in respect of such Rollover Shares. From time to time but no later than sixty (60) days after the date of this Agreement (or such later date as specified by Parent), additional holders of Company Common Stock designated by the Parent may become Rollover Stockholders by delivering to Parent a duly executed copy of a Rollover Agreement no later than sixty (60) days after the date of this Agreement (or such later date as specified by Parent) in accordance with this Agreement, in which case such Person shall be deemed to be a Rollover Stockholder for purposes of this Agreement with respect to the Rollover Shares that are the subject of such Rollover Agreement. Each such additional Rollover Agreement shall be substantially identical to the Rollover Agreements entered into as of the date of this Agreement providing for the exchange of shares of Company Common Stock into direct or indirect equity interests of JV Co (with such changes only to the identity of the holder of Company Common Stock, the number of Rollover Shares subject to the Rollover Agreement and the date of the Rollover Agreement); provided that no additional Rollover Agreement shall be permitted to be entered into after the date of this Agreement (a) if the transactions contemplated by such additional Rollover Agreement, when consummated together with the consummation of the transactions contemplated by all other Rollover Agreements and this Agreement, would cause JV Co or any holder of direct or indirect equity interests of JV Co Units to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704 of the Code or any successor provision thereto and (b) unless, in Parent’s reasonable judgment, the transactions contemplated by such additional Rollover Agreement, when consummated together with the consummation of the tran...
Rollover Shares. The number of Rollover Shares to be purchased by the Employee and to be issued and sold by the Company shall be calculated as the lesser of (i) the quotient of (A) the Base Subscription Price divided by (B) the VWAP and (ii) the Pro Rata Portion of the Rollover Share Cap.
Rollover Shares. The holders of the Rollover Shares shall not be entitled to receive the Per Share Price in respect of the Rollover Shares, and all Rollover Shares shall be treated in accordance with Section 2.7(a)(ii).