The Rollover Clause Samples

The Rollover. (a) At the Effective Time and in connection with the Rollover, (i) each share of Merger Sub Non-Voting Common Stock set forth opposite each Stockholder’s name on Schedule 1.1(b) attached hereto and held by such Stockholder and each share of Merger Sub Voting Common Stock set forth opposite Parent’s name on Schedule 1.2(a) attached hereto, and (ii) held by Parent shall be converted into the number of shares of Surviving Corporation Common Stock set forth opposite such Person’s name on Schedule 1.2(b) attached hereto free and clear of any Encumbrance. (b) As of the Effective Time, all such shares of Merger Sub capital stock held by Parent and/or any Stockholder after the Rollover shall be cancelled in accordance with Section 2.1(a) of the Merger Agreement, when so cancelled, shall no longer be issued and outstanding and shall automatically cease to exist, and each holder of a certificate representing any such shares of Merger Sub capital stock shall not to have any rights with respect thereto, except the right to receive shares of the Surviving Corporation Common Stock as set forth in Section 1.2(a). (c) All certificates representing Surviving Corporation Common Stock issued pursuant to Section 1.2(a) shall be endorsed with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE PROVISIONS AND THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH C...