Rollover. Subject to Section 1.3 of this Agreement and Section 2.1 of the Merger Agreement, at the Rollover Closing (as defined below), upon the terms and subject to the conditions of this Agreement and the Merger Agreement, the Rollover Stockholder hereby agrees and acknowledges that the Rollover Stockholder will not receive any cash consideration at the Effective Time of the Merger with respect to their shares of Preferred Stock identified in the Merger Agreement with respect to such Rollover Stockholder as Preferred Rollover Shares (the “Rollover Shares”), and instead the Rollover Stockholder will contribute to Holdings its Rollover Shares in exchange and as the total consideration for the issuance by Holdings to such Rollover Stockholder of a number of shares of Holdings Common Stock as calculated pursuant to Section 2.1 of the Merger Agreement (such shares of Holdings Common Stock, the “Holdings Rollover Shares”).
Appears in 8 contracts
Samples: Exchange and Subscription Agreement, Equity Contribution, Exchange and Subscription Agreement (American Renal Associates LLC), Equity Contribution, Exchange and Subscription Agreement (American Renal Associates LLC)
