Rollover Transactions. The closing of the Rollover Transactions shall have occurred pursuant to the Senior Preferred Stock Purchase Agreements;
Rollover Transactions. Provided that all conditions in the Agreement have been satisfied, including the requirements set forth in this Paragraph 2(j), each Purchased Security that is repurchased by Seller on the applicable Repurchase Date shall automatically become subject to a new Transaction and the Repurchase Date for such new Transaction shall be the immediately subsequent Repurchase Date, provided that if the Repurchase Date so determined is later than the Termination Date, the Repurchase Date for such Transaction shall automatically reset to the Termination Date, and the provisions of this sentence as it might relate to a new Transaction shall expire on such date; PROVIDED, THAT, the Repurchase Price paid by the Seller on each Repurchase Date, shall be sufficient so that the purchase price of the new Transaction entered into on such Repurchase Date shall equal an amount which is at least $2,000,000 less than the Purchase Price from the immediately preceding Purchase Date; PROVIDED FURTHER, THAT, the Repurchase Price paid by the Seller on each Repurchase Date occurring in every third month following the initial Purchase Date, shall be sufficient so that the Purchase Price of the new Transaction entered into on such Repurchase Date shall equal an amount which is at least $9,000,000 less than the Purchase Price from the Purchase Date occurring three months prior. In the event that the Seller repurchases the Certificates prior to any Repurchase Date, the Seller shall not be required to pay any breakage fees with respect to any such early repurchase.
Rollover Transactions. Unless otherwise agreed between the Parties, instructions from Party B to roll are required by close of business day on the day prior to the Repurchase Date of any Transaction. Where no instructions are received pursuant to this paragraph Party A reserves the right to either terminate the relationship and make a payment pursuant to the terms of this Agreement or to roll the Transaction on the same terms and conditions at the prevailing Pricing Rate subject to the availability of Securities.
Rollover Transactions. (i) Immediately prior to the Closing, the Seller shall effectuate a partial redemption of certain Equity Securities of the Seller held by the Rollover Holders in exchange for a sufficient number of Shares to allow the Rollover Holders to satisfy their respective obligations under the Contribution Agreements and, if applicable, the Post-Signing Contribution Agreements to contribute to Purchaser TopCo the Rollover Shares specified in the Contribution Agreements and, if applicable, the Post-Signing Contribution Agreement (such transaction being referred to as the “Rollover Partial Redemption”). No later than five (5) Business Days prior to the Closing, the Seller shall deliver to Purchaser the documentation effecting the Rollover Partial Redemption, which shall be in form and substance reasonably acceptable to Purchaser.
(ii) Immediately prior to the Closing, the Seller shall cause any transaction bonus due to the Non-Equity Rollover Holder in connection with the Closing to be paid (net of any applicable Tax withholdings) to the Purchaser TopCo which to the extent of such net payment to the Purchaser TopCo shall be deemed to be in satisfaction of the applicable portion of the subscription amount of the Non-Equity Rollover Holder under the Subscription Agreement, and the Subscription Agreement shall provide the Non-Equity Rollover Holder’s written consent for the Seller to cause such bonus otherwise payable to the Non-Equity Rollover Holder to be paid to Purchaser TopCo. Any such payment under this Section 5.1(e)(ii) shall be considered to have been compensation paid by the Company Group to the Non-Equity Rollover Holder in cash as of immediately prior to the Closing, with such amount (net of any applicable Tax withholdings) subsequently contributed by the Non-Equity Holder to the Purchaser TopCo.
Rollover Transactions. For the avoidance of doubt, the Company acknowledges and agrees that this Warrant is fully vested as of the date hereof and shall continue to be in full force and effect even if the Rollover Transactions (as defined in the Note) are not consummated for any reason.
Rollover Transactions. Upon the terms and conditions set forth herein, at the Rollover Closing, (i) each Family Shareholder shall convert all of its Owned Mod-Pac Class B Shares into shares of Mod-Pac Common Stock on a one-for-one basis in accordance with Mod-Pac's certificate of incorporation, and then contribute, assign, transfer, convey and deliver all of such Family Shareholder’s Owned Mod-Pac Common Shares (including all of the shares of Mod-Pac Common Stock into which such Family Shareholder's Owned Mod-Pac Class B Shares shall have so converted) (the "Rollover Shares") to Family Corp., and in exchange for such Rollover Shares, Family Corp. shall issue and deliver to such Family Shareholder (x) that number of shares of Class A Common Stock (the "Family Corp. Class A Shares") equal to the number of such Family Shareholder's Owned Mod-Pac Common Shares (determined immediately before giving effect to the share conversion referred to above) and (y) that number of shares of Class B Common Stock (the "Family Corp. Class B Shares") equal to the number of such Family Shareholder's Owned Mod-Pac Class B Shares (determined immediately before giving effect to the share conversion referred to above); and (ii) any and all outstanding shares of Common Stock of Family Corp., if any, previously issued shall cease to be outstanding and shall automatically be cancelled and shall cease to exist. The transactions referred to in the prior sentence are referred to herein collectively as the "Rollover Transactions".
Rollover Transactions. The Warrantors shall, and shall use their best efforts to cause their respective Affiliates to, comply with their obligations under the Rollover Agreements and use commercially best efforts to complete the Rollover Transactions in compliance with applicable laws and regulations as soon as practicable.
Rollover Transactions. The Rollover Amounts of the Rollover Sellers are as follows: Xxxxxx X. L’Esperance $ 2,443,500 Xxxxxxx X. Brothers $ 800,000 Xxxxx X. Xxxxxx $ 450,000 Xxxxxxx X. Xxxxxxxx $ 140,000 R. Xxxxx Xxxxxx $ 700,000 Xxxxxx X. Xxxxxxx $ 870,000 Xxxxx X. Xxxxxxx $ 531,743 Xxx X. Xxxxxx $ 140,000 Xxx X. XxXxxxxx $ 75,000 Xxxxx Xxxxxxxx-Xxxx $ 85,000 X.X. Xxxxx & Company, Inc. tte FBO Xxxxxx X. L’Esperance XXXX XXX #7180-0952 $ 279,200 X.X. Xxxxx & Company, Inc. tte FBO Xxxxx X. L’Esperance XXXX XXX #7180-0952 $ 277,300 Xxxxxx, Xxxxxxxx Custodian for Xxxxx X. Xxxxxxx XXX $ 609,100 Xxxxxx, Xxxxxxxx Custodian for Xxxxx X. Xxxxxx XXXX XXX #7110-0548 $ 150,000 Xxxxxx X. Xxxxx & Co., Cust FBO Xxxxxx X. Xxxxxxx Xxxx $ 80,000 Xxxxxx X. Xxxxxxxx $ 117,586 Xxxxxx X. Xxxxxxx $ 100,790 Xxxx X. Xxxxx $ 83,986 Xxxxxxx X. Xxxx $ 83,986 Xxxxxxx X. Xxxxxxx $ 67,191 Xxxx X. Xxxxxx $ 30,000 Xxxxxxx X. Xxxxxx $ 50,395 Xxxx X. Xxxxxx, Xx. $ 50,395 Xxxxxxx X. Xxxxx $ 50,395 Xxxxxxx X. Xxxxx $ 33,600 Xxxxx X. Xxxxxx $ 33,600 Xxxx Xxxx $ 33,600 With respect to each Rollover Seller, and subject to the paragraph immediately below, (A) the amount otherwise payable to such Rollover Seller pursuant to the distribution steps above shall be reduced by their respective Rollover Amounts, and (B) such Rollover Seller shall receive their respective Rollover Shares. The following individual Sellers have established Individual Retirement Accounts which are also Sellers pursuant to the Purchase Agreement: Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, R. Xxxxx Xxxxxx, and Xxxxxx Xxxxxxx. With respect to such individual Sellers and their respective Individual Retirement Accounts (which are also Sellers), the cash consideration payable by the Seller Representative and the Rollover Shares payable to such Sellers shall be allocated as follows (for the avoidance of doubt, in no event will the reallocations set forth in the remainder of this Section A result in an increase in the Aggregate Closing Consideration): • The Individual Retirement Accounts shall be entitled to receive an aggregate amount at the Closing equal to the proceeds such Individual Retirement Accounts would have received at Closing had the Escrow Amount been equal to $0 (the “Non-Escrow Proceeds”). • In the event the Individual Retirement Accounts are also Rollover Sellers, they shall receive their respective Rollover Amounts in the form of Rollover Shares (as set forth in the table above) and the remainder of the amount they are entitled to a...
Rollover Transactions. The Rollover Amounts of the Rollover Sellers are as follows: Xxxxxx X. L’Esperance $ 3,000,000 Xxxxxxx X. Brothers $ 800,000 Xxxxx X. Xxxxxx $ 600,000 Xxxxxxx X. Xxxxxxxx $ 140,000 R. Xxxxx Xxxxxx $ 700,000 Xxxxxx X. Xxxxxxx $ 950,000 Xxxxx X. Xxxxxxx $ 1,200,000 Total: $ 7,390,000 With respect to each Rollover Seller, (A) the amount otherwise payable to such Rollover Seller pursuant to the distribution steps above shall be reduced by their respective Rollover Amounts, and (B) such Rollover Seller shall receive their respective Rollover Shares. In the event that, prior to Closing, Buyer agrees to add additional management Rollover Sellers to the foregoing list of Rollover Sellers, Buyer and the Seller Representative shall amend this Schedule prior to Closing to reflect such additional Rollover Sellers and the applicable Rollover Amounts.
Rollover Transactions. On the scheduled Repurchase Date for any Transaction, if (x) such Repurchase Date occurs prior to the Termination Date, (y) the Seller elects not to repurchase such Transactions and (z) the conditions precedent to Transactions as set forth in Section 4(b) hereof are satisfied, a new Transaction shall be entered into with respect to the Underlying Asset(s) related to such Transaction and the Purchase Price paid by Buyer in respect thereof shall be used to repay the Repurchase Price of the then-maturing Transaction in full. Unless otherwise agreed to by the Buyer and Seller, each Transaction entered into pursuant to this Section 4(h) shall be designated to the Facility Pool subject to the same terms and conditions set forth herein, and the applicable Repurchase Date therefor shall initially be designated as the Termination Date.
