Rollover Shares Sample Clauses
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. Stockholder No. of Rollover Shares ----------- ----------------------
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. Prior to the Closing, the Stockholders (the “Rollover Stockholders”) set forth on Exhibit C have entered have entered into contribution and exchange agreements with Buyer’s indirect parent entities (the “Rollover Agreements”), pursuant to which such Rollover Stockholders will contribute the number of shares set forth opposite such Rollover Stockholder’s name on Exhibit C (such Shares, the “Rollover Shares”) to Buyer’s parent entities in exchange for equity securities of such parent entities as provided therein (the “Rollover”). Exhibit C also sets forth the value for each Rollover Stockholder’s Rollover Shares (the “Rollover Value”) and the aggregate Rollover Value for all Rollover Stockholders (such aggregate amount, the “Aggregate Rollover Value”).
f. Section 5.2(a) of the Purchase Agreement is amended and restated in its entirety as follows: The authorized capital stock of the Company consists of (i) 1,500,000 shares of common stock, par value $0.001 per share, of which 631,040.25 shares are issued and outstanding as of the date hereof. As of the date hereof, the Company has granted or issued and has outstanding Options under the Stock Plan relating to 37,961 shares of common stock, par value $0.001, of the Company, and Options relating to up to 5,016 shares of common stock, par value $0.001, of the Company remain available for grant under the Stock Plan. All Options shall become vested and exercisable as of the Closing. All of the issued and outstanding Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and, prior to the Rollover, are held of record by the respective Sellers as set forth in Section 5.2(a) of the Disclosure Schedule. Except as set forth in Section 5.2(a) of the Disclosure Schedule, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock or any other Equity Interests of the Company. Except as set forth in Section 5.2(a) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. Immediately prior to the Closing and the Rollover, the Shares held by Sellers will constitute all of the issued and outstanding Equity Interests of the Company. Except for the Stockholders' Agreement a...
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. 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 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. 5.1 After giving effect to the Transactions, as of the Completion Date, the Rollover Shares will comprise 35% of the whole of the allotted and issued share capital of the Buyer, and will be duly authorized, validly issued and fully paid or credited as fully paid and will not be subject to further claims. Immediately following the Completion Date, except as contemplated in the Shareholders Agreement, there will not be outstanding: (a) any options, warrants, rights, agreements or commitments that provide for the issue or purchase from or by the Buyer of, or that are otherwise convertible into, exchangeable for or exercisable to acquire, any shares in the capital, or any other equity securities, of the Buyer; or (b) any rights, agreements or commitments by the Buyer to purchase, redeem or otherwise acquire any shares in its capital, or any other equity securities, excluding, in each case, any equity securities reserved for issuance pursuant to an equity incentive plan.
5.2 As of the Completion Date, there will be no agreement to which the Buyer is bound or to which its material assets are subject that would result in the creation of an Encumbrance, in relation to any of the Rollover Shares or unissued shares in the capital of the Buyer.
5.3 Other than this Agreement, the Shareholders Agreement and an equity incentive plan, immediately following the Completion Date, there will be no agreement to which the Buyer is bound or to which its material assets are subject that would result in the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of Buyer (including an option or right of pre emption or conversion).
5.4 Except for and as provided in the Shareholders Agreement, immediately following the Completion Date: (a) there will be no stockholder agreements, voting trusts, proxies or other agreements or understandings to which Buyer is bound relating to the holding, voting, purchase, redemption or other acquisition of the share capital of the Buyer, and (b) there will be no agreements, commitments, arrangements, understandings or other obligations to declare, make or pay any dividends or distributions.