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. 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 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. (A) Upon the written request of the Buyer and employees of the Company who hold limited liability company interests in the Seller (a "ROLLOVER NOTICE"), the Seller shall distribute to such employees (the "MANAGEMENT HOLDERS") all or any portion of the Purchased Securities allocable to the Management Holders in accordance with the terms of the Seller's limited liability company operating agreement or other organizational documents (collectively, the "LLC AGREEMENT"). Such amount shall be determined by the Seller based on the Management Holder's right under the LLC Agreement to the distribution of the net proceeds payable to the Seller under Section 1.2(c)(iv) (including any portion of such proceeds to be retained by Seller to satisfy the indemnification obligations hereunder). The shares so distributed are referred to herein as the "ROLLOVER SHARES." The Rollover Notice shall be given at least three business days prior to the Closing Date and shall specify the employees to whom the Rollover Shares are to be distributed and the amount of Rollover Shares to be distributed to each such employee; provided that the total number of Rollover Shares to be distributed to any such employee shall not exceed the maximum number of Purchased Securities allocable to such employee in accordance with the terms of the LLC Agreement. In the event the Buyer delivers a Rollover Notice, (a) on or prior to the Closing Date, the Seller shall cause the Company to issue certificates evidencing the Rollover Shares in the name of each Management Holder as provided in the Rollover Notice, which certificates shall be in proper form for transfer, (b) the Rollover Shares shall be free and clear of any lien or other encumbrance, and (c) the certificates for the Rollover Shares shall be delivered to the Buyer at the Closing, in proper form for transfer. As a condition precedent to any distribution of Rollover Shares to a Management Holder, such Management Holder must agree in writing with the Seller that (y) the distribution of such Rollover Shares by the Seller to such Management Holder is in exchange for a proportionate amount of such Management Holder's limited liability company interests in the Seller and (z) if the Seller is required to make any indemnification payment to the Buyer, such Management Holder's right to further distributions under the LLC Agreement shall be reduced by such Management Holder's proportionate share of such payment, which will be determined without giving effe...
Rollover Shares. The Shareholder and the Company agree that all 46,254 of the Stockholder's Rollover Shares (as defined herein) will be subject to an earn out as provided in this Agreement.
Rollover Shares. The Rollover Stock Participants shall have exchanged shares of Class A Common Stock and/or Class B Common Stock, as applicable, which, based upon the Allocation Schedule to be delivered prior to Closing pursuant to Section 2.5.1 of this Agreement, shall represent no less than 15% of the aggregate Purchase Price allocable to such Rollover Stock Participants.
Rollover Shares. When issued and delivered in accordance with this Agreement, the Rollover Shares issued to the Sellers will be validly issued.
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.
