AGREEMENTRollover Agreement • January 14th, 2005 • EGL Holding CO • Services-specialty outpatient facilities, nec • New York
ROLLOVER AGREEMENTRollover Agreement • October 24th, 2022 • Manning & Napier, Inc. • Investment advice • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc., a Delaware corporation (“TopCo”), and the undersigned individual designated as “Rollover Holder” on the signature page attached hereto (“Rollover Holder”). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
ContractRollover Agreement • May 12th, 2006 • Cap Rock Holding CORP • Electric services
FIRST AMENDMENT, dated as of May 2, 2006, to the Rollover Agreement dated as of November 4, 2005 among Cap Rock Holding Corporation ("CHC"), LGB Cap Rock LLC, David W. Pruitt, Ulen A. North, Jr., Sam Prough and Celia Page (the "Rollover Agreement").
EX-2 2 dex2.htm FORM OF ROLLOVER AGREEMENT ROLLOVER AGREEMENTRollover Agreement • May 5th, 2020 • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of January 18, 2011 by and between RAY HOLDING CORPORATION, a Delaware corporation (the “Company”), and [ ] (the “Investor”). Certain definitions are set forth in Section 7 of this Agreement. Certain capitalized terms used in this Agreement, not otherwise defined herein, shall have the meanings set forth in the Merger Agreement (as defined below). Subject to Section 10 hereof, this Agreement shall be a binding obligation of the parties on the date hereof, but the Rollover (as defined below) shall become effective immediately prior to the Effective Time upon the Closing Date.
ROLLOVER AGREEMENTRollover Agreement • April 3rd, 2024 • Emanuel Ariel • Services-amusement & recreation services • Delaware
ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), (iii) Ari Emanuel (“AE”), (iv) The Ariel Z. Emanuel Living Trust, dated November 13, 2017 (the “AE Trust”) and (v) Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Endeavor Executive PIU Holdco, LLC, in each case, solely to the extent the foregoing is a record owner of any of the Interests (as defined below) (collectively, the “HoldCos” and each a “HoldCo” and, together with AE and the AE Trust, the “Investors” and each an “Investor”). Capitalized terms used in this Agreement but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
Rollover AgreementRollover Agreement • June 27th, 2016 • Response Biomedical Corp • Services-testing laboratories • British Columbia
This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Company Securityholder”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the securities of Response Biomedical Corp. (the “Company”) set forth on Schedule “A” hereto (the “Rollover Contribution Securities”) to 1077801 B.C. Ltd. (the “Purchaser”) in exchange for new securities of the Purchaser provided set forth on Schedule “A” hereto and as described in the Arrangement Agreement (as defined below) (the “Purchaser Rollover Securities”).
ROLLOVER AGREEMENTRollover Agreement • June 20th, 2024 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of June 17, 2024, is entered into by and among (i) Veronica Holdings, LLC, a Delaware limited liability company (“Topco”), (ii) Vapotherm, Inc., a Delaware corporation (the “Company”), and (iii) the person identified on the signature page hereto as Holder (“Holder”).
August 4, 2017 Michael Carlet Dear Michael: As you know, pursuant to the Agreement and Plan of Merger, dated as of June 19, 2017, between Amplify Holdings LLC, General Atlantic (Amplify) Holdco LLC, General Atlantic (Amplify) LLC, Corporate Purchaser...Rollover Agreement • July 19th, 2021 • Snap One Holdings Corp. • Electronic components & accessories • Delaware
This letter agreement serves as an amendment to the offer letter between you and the Company, dated as of October 7, 2014 (the “Offer Letter”) and is conditioned upon the closing of the transactions contemplated by the Merger Agreement (the “Closing”). Should the Closing fail to occur for any reason, this letter shall be null and void ab initio.
ROLLOVER AGREEMENTRollover Agreement • December 2nd, 2021 • New Frontier Public Holding Ltd. • Services-hospitals • New York
This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2021 by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), HMJ Holdings III Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Rollover Vehicle”), and certain shareholders of New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • March 23rd, 2023 • Fuller Max L • Trucking (no local) • Nevada
This Rollover Agreement (this “Agreement”), dated as of March 20, 2023, is entered into by and among Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Parent”), Liberty Holdings Topco LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Holdings”), Max L. Fuller and William Eric Fuller (each a “Key Stockholder”) and each of the other Persons set forth on Schedule A (each, a “Stockholder” and, together with the Key Stockholders, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
2. In addition, with respect to the Restricted Preferred Shares received pursuant to the preceding paragraph, the Senior Manager shall receive, pursuant to the terms of the Restricted Share Plan, the Restricted Share Agreement and the Management...Rollover Agreement • May 16th, 2002 • Seagate Technology Holdings • New York
ROLLOVER AGREEMENTRollover Agreement • December 31st, 2015 • Alpha Spring LTD • Semiconductors & related devices • New York
This ROLLOVER AGREEMENT (this “Agreement”), by and among Vimicro China (Parent) Limited, an exempted company incorporated in the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of Vimicro International Corporation, an exempted company incorporated in the Cayman Islands (the “Company”), listed on the signature page hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”), is made and entered into as of September 15, 2015. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
ROLLOVER AGREEMENTRollover Agreement • March 24th, 2010 • Sage Parent Company, Inc. • Retail-catalog & mail-order houses • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of March 15, 2010, is entered into by and between CBT Holdings LLC, a Delaware limited liability company (the “Investor”), and Sage Parent Company, Inc., a Delaware corporation (“Parent”).
AMENDMENT NO. 3 TO ROLLOVER AGREEMENTRollover Agreement • June 1st, 2011 • Rae Systems Inc • Measuring & controlling devices, nec
This Amendment No. 3 (this “Amendment No. 3”) to that certain Rollover Agreement, dated as of January 18, 2011 (the “Original Rollover Agreement”), as amended by Amendment No. 1 dated May 17, 2011 (“Amendment No. 1”), and Amendment No. 2 dated May 25, 2011 (“Amendment No. 2,” and collectively with the Original Rollover Agreement and Amendment No. 1, the “Rollover Agreement”), by and between Ray Holding Corporation, a Delaware corporation (the “Company”) and Chen Revocable Trust DTD 5/8/2011 (the “Investor”), is made and entered into as of May 31, 2011 by and between the Company and the Investor. All capitalized terms that are used in this Amendment No. 3 but not defined in this Amendment No. 3 shall have the respective meanings ascribed thereto in the Rollover Agreement.
ROLLOVER AGREEMENTRollover Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
This Rollover Agreement (this “Agreement”) is made and entered into as of June 6, 2012, by and among Cole Family Holdco, LLC, a Delaware limited liability company (“Family LLC”), and the stockholders (“Family Stockholders”) of Kenneth Cole Productions, Inc. (the “Company”) listed on Annex A attached hereto.
ROLLOVER AGREEMENTRollover Agreement • April 16th, 2013 • Mod Pac Corp • Paperboard containers & boxes • New York
This Rollover Agreement (this “Agreement”) is made and entered into as of April 11, 2013, by and among LeCaron Enterprises Corp., a Delaware corporation ("Family Corp."), and the shareholders (“Family Shareholders”) of MOD-PAC CORP., a New York corporation (“Mod-Pac”), listed on Annex A attached hereto.
EX-99.(D)(5) 12 dex99d5.htm ROLLOVER AGREEMENT Exhibit (d)(5) EXECUTION VERSION ROLLOVER AGREEMENTRollover Agreement • May 5th, 2020 • Delaware
This Rollover Agreement (this “Agreement”) dated as of January 9, 2011, by and between Icon Acquisition Holdings, L.P., a Delaware limited partnership (“Purchaser”) and Scott Flanders (the “Investor”), a stockholder of Playboy Enterprises, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDED AND RESTATED ROLLOVER AGREEMENTRollover Agreement • June 23rd, 2016 • Chuanwei Zhang • Engines & turbines • New York
This AMENDED AND RESTATED ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2016 by and among Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Chuanwei Zhang, First Windy Investment Corp., Ling Wu, Rich Wind Energy Three Corp., Yuan Li, Eapard Investment Management Co., Ltd., Stephanie Ye Cai, SCGC Capital Holding Company Limited, Ironmont Investment Co., Ltd., and the management shareholders signatory hereto (each a “Rollover Shareholder”), each a shareholder of China Ming Yang Wind Power Group Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FOSUN ROLLOVER AGREEMENTRollover Agreement • December 30th, 2019 • Fosun Industrial Co., LTD • Blank checks • Hong Kong
This FOSUN ROLLOVER AGREEMENT, dated as of July 30, 2019 (as may be amended, supplemented, modified and varied from time to time in accordance with the terms herein, this “Agreement”), is made and entered into by and among:
ROLLOVER AGREEMENTRollover Agreement • June 20th, 2024 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of June 17, 2024, is entered into by and among (i) Veronica Holdings, LLC, a Delaware limited liability company (“Topco”), (ii) Veronica Intermediate Holdings, LLC, a Delaware limited liability company (“Parent” and together with Topco, each a “Parent Party” and, collectively, the “Parent Parties”) and (iii) each of the Persons identified as a Holder on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). Each of Topco, Parent and the Holders are referred to herein collectively as the “Parties.”
ContractRollover Agreement • September 10th, 2009 • United Energy Group LTD • Crude petroleum & natural gas • New York
ROLLOVER AGREEMENT, dated as of June 11, 2008 (this “Agreement”), among United Energy Group Limited, an exempted company with limited liability existing under the Laws of Bermuda (“United”) and Citadel Equity Fund Ltd, a Cayman Islands company (“Senior Preferred Stockholder”).
THIS ROLLOVER AGREEMENT (this "Agreement") is dated 26 October 2015: PARTIES:Rollover Agreement • October 26th, 2015
ROLLOVER AGREEMENTRollover Agreement • December 19th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This ROLLOVER AGREEMENT, is dated as of August 13, 2019 (this “Agreement”), between BCEC—Port Holdings (Delaware), LP, a Delaware limited partnership (“Aggregator”), and the individual named on the signature page hereto (the “Investor”).
ROLLOVER AGREEMENTRollover Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
ROLLOVER AGREEMENT, dated as of July 21, 2006 (this “Agreement”), by and among COLLECT HOLDINGS, INC., a Delaware corporation (“Parent”), Michael Barrist and the several other individuals and entities named on Part A of Schedule I hereto (each a “Rollover Investor” and collectively, the “Rollover Investors”).
ROLLOVER AGREEMENTRollover Agreement • November 21st, 2018 • PVKG Merger Sub, Inc. • Services-prepackaged software • Delaware
This Rollover Agreement (this “Agreement”) dated as of November 6, 2018, is made by and among PVKG Investment Holdings, Inc., a Delaware corporation (“Holdings”), and the undersigned person (collectively, the “Investors” and, each individually, an “Investor”), each a stockholder of ConvergeOne Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • October 27th, 2015 • Guo Man • Services-advertising agencies • New York
This ROLLOVER AGREEMENT (this “Agreement”) is entered into as of September 29, 2015 by and among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • January 17th, 2014 • Tian Edward • Services-prepackaged software • New York
ROLLOVER AGREEMENT (this “Agreement”) dated as of January 15, 2014 among Skipper Holdings Limited, a corporation formed under the laws of the Cayman Islands (“Holdco”), Skipper Limited, a corporation formed under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”) and each of the stockholders of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”) set forth on Schedule 1 hereto under the column titled “Rollover Shareholders” (each, a “Rollover Shareholder”, and collectively, the “Rollover Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ContractRollover Agreement • September 25th, 2013 • Benefit Overseas LTD • Services-computer programming services • New York
FORM OF ROLLOVER AGREEMENTRollover Agreement • March 26th, 2004 • Sealy Corp • Household furniture • New York
ROLLOVER AGREEMENT dated as of March 29, 2004 (this “Rollover Agreement”) between Sealy Corporation, a Delaware corporation (the “Company”) and the individual listed on Schedule I hereto (the “Management Stockholder”).
THIS AGREEMENT dated the 12th day of November, 2020. BETWEEN: YAMAS PROFESSIONAL REAL ESTATE CORPORATION (hereinafter referred to as the “Purchaser”)Rollover Agreement • December 31st, 2020 • Ontario
ROLLOVER AGREEMENTRollover Agreement • November 29th, 2018 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of November 29, 2018 by and between Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), and the parties set forth on Schedule I hereto (the “Rollover Investors”). Parent and the Rollover Investors are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
Form of Rollover Agreement]Rollover Agreement • November 17th, 2014 • ChyronHego Corp • Services-mailing, reproduction, commercial art & photography • New York
Reference is made to that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among ChyronHego Corporation, a New York corporation (the “Company”), Vector CH Holdings (Cayman), L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Parent”) and CH Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Capitalized terms used but not defined here (this “Rollover Agreement”) have the meanings ascribed to them in the Merger Agreement. As used herein, the terms “Parent” and “Merger Subsidiary” shall include any entity to which Parent or Merger Subsidiary, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 10.3 thereof. The undersigned and Vector Capital IV L.P. and its affiliates (“Vector”) and any other persons who invest in Parent are collectively ref
ContractRollover Agreement • May 10th, 2006 • Cap Rock Holding CORP • Electric services
FIRST AMENDMENT, dated as of May 2, 2006, to the Rollover Agreement dated as of November 4, 2005 among Cap Rock Holding Corporation (“CHC”), LGB Cap Rock LLC, David W. Pruitt, Ulen A. North, Jr., Sam Prough and Celia Page (the “Rollover Agreement”).
AMENDMENT NO. 1 TO THE ROLLOVER AGREEMENTRollover Agreement • May 3rd, 2021 • FBL Financial Group Inc • Life insurance
This Amendment No. 1, dated as of May 2, 2021 (this “Amendment”) to the Rollover Agreement, dated as of January 11, 2021 (the “Agreement”), is entered into by and among Farm Bureau Property & Casualty Insurance Company, an Iowa domiciled stock property and casualty insurance company (“Parent”), 5400 Merger Sub, Inc., an Iowa corporation (“Merger Sub”) and the Iowa Farm Bureau Federation (“IFBF” and, together with Parent, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
ROLLOVER AGREEMENTRollover Agreement • April 11th, 2022 • Mayer Marc O • Investment advice • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is made and effective as of March 31, 2022 by and between Callodine MN Holdings, Inc., a Delaware corporation (“TopCo”), and the undersigned individual designated as “Rollover Holder” on the signature page attached hereto (“Rollover Holder”). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
