Equity Rollover Clause Samples

Equity Rollover. Each Rollover Participant may continue his or her investment in the Company by continuing to hold Rollover Units held by such Rollover Participant immediately prior to the Rollover Date pursuant to the terms of the Securities Purchase Agreement (the “Equity Rollover”). Except as otherwise agreed to by the Company and a Rollover Participant, each Rollover Participant who participates in the Equity Rollover shall enter into a Matching Award Agreement that, among other things, will reflect the Matching Award made in respect of the Equity Rollover and will further enter into a Unit Purchase Agreement that, among other things, will acknowledge and confirm that any Purchased Units issued or held in connection with the Equity Rollover are subject to the terms and conditions hereof, including, without limitation, the provisions of Section 9. Any Purchased Units subject to the Equity Rollover shall be fully vested.

Equity Rollover. (a) The Rollover Agreement provides that: (a) prior to the Effective Time on the Closing Date, each Rollover Participant will, on the terms and subject to the conditions of the Rollover Agreement, contribute to GT Topco (i) such Rollover Participant’s Common Rollover Shares and./or Company Series A Rollover Shares, as applicable, that otherwise would be converted in the Merger into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration, as applicable, pursuant to this Agreement and/or (ii) such Rollover Participant’s cash, and (b) in exchange therefor, GT Topco will, on and subject to the terms of the Rollover Agreement, issue to such Rollover Participant those certain equity interests of GT Topco calculated in accordance with the Rollover Agreement. The transaction referred to in the foregoing sentences is referred to herein as the “Rollover Transaction.” The parties agree that the Rollover Transaction is intended to constitute a transaction described in Code Section 721. As a material inducement to the Company to consent to the Rollover Transaction, notwithstanding anything herein to the contrary, the parties each acknowledge and agree that effective as of the Effective Time, none of the Rollover Shares shall be converted into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration that otherwise would have been payable with respect to such Rollover Shares pursuant to this Agreement. Subject to compliance with the covenants in the foregoing sentence, the Company hereby consents to the Rollover Transaction for all purposes and hereby waives any restrictions on transfer, rights-of-first refusal, participation rights and other rights in connection with the Rollover Transaction, whether arising under any Contract, any Company Charter Document (defined below) or otherwise. If a Rollover Participant is an employee of the Company or any of its Subsidiaries (a “Management Rollover Participant”) and the source of such Management’s Rollover Participant’s cash to be used in the Rollover Transaction is Option Consideration or any other amount payable by the Company to such Management Rollover Participant pursuant to the terms of this Agreement (“Management Rollover Cash”), then the amount of Management Rollover Cash remaining available to participate in the Rollover Transaction shall be net of any applicable withholding taxes. (b) From the date of this Agreem...

Equity Rollover. Prior to the Closing, at Buyer’s request, Seller and Buyer agree to use commercially reasonable efforts to cooperate to enter into arrangements for the distribution of all or part of the Shares indirectly held by the management employees of the Company or any of its Subsidiaries who agree to exchange such Shares for direct or indirect interests in Buyer in lieu of receiving their pro rata portion of the cash consideration pursuant to this Agreement (such employees, the “Rollover Members” and such distribution and exchange, the “Rollover”); provided that nothing in this Section 4.16 shall require Seller to incur any additional costs or liabilities (other than reasonable and de minimis advisor costs) or to agree to or to accept any risk of adverse consequences, including any economic or legal risks or any risk that the transactions contemplated by this Agreement will be delayed. Without limiting Seller’s right to require any other reasonable conditions, it shall be a condition to any Rollover that each Rollover Member make arrangements reasonably satisfactory to Seller to bear any portion of the Escrow Amount and other Seller expenses hereunder to the extent that such portion of the Escrow Amount and expenses would have been borne, directly or indirectly, by such Rollover Member had the Rollover not occurred. For avoidance of doubt, Seller makes no representation or covenant to Buyer or to any other Person as to the tax treatment of the Rollover.

Equity Rollover. Effective as of the Effective Date, Executive will exchange 732,859 shares of Company common stock previously issued to him and the currently held options to acquire shares of Company common stock (“Old Options”) that are identified on Exhibit D, all on the terms and subject to the conditions of a Rollover Option Agreement substantially in the form attached hereto as Exhibit E-1, the Notice of Restricted Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-2, and the Stock Rollover Agreement substantially in the form attached hereto as Exhibit E-3. The total value (based on, with respect to shares of Company common stock, the Cash Consideration (as defined under the Merger Agreement), and with respect to the Old Options, the excess of the Cash Consideration over the per share exercise price) by of all of the foregoing will not exceed $10 million.

Equity Rollover. (i) Any options (whether vested or unvested) held by Executive in Penn-America prior to the Effective Date ("Old Options") shall be cancelled as of the Effective Date and Executive shall be issued and fully vested in an aggregate number of options in UNGL Shares with the same aggregate value as the Old Options, as determined in accordance with the Merger Agreement. Executive may exercise the options to be granted under this Section 1.04.7 (i) at any time after the Closing. Executive shall be solely responsible for any taxes payable by reason of such issuance and/or exercise. Executive may, prior to the Closing and consistent with the Company's policies and applicable securities regulations, exercise any vested Old Options and/or sell securities issued thereunder prior to the Closing. (ii) Any vested, and unvested restricted, shares held by Executive in Penn-America prior to the Effective Date ("Old Shares") shall be converted as of the Effective Date into vested UNGL Shares and the fixed cash payment in accordance with the Merger Agreement. The shares shall be subject to the Stock Ownership Guidelines.

Equity Rollover. Each Rollover Participant may continue his or her investment in the Company by continuing to hold Rollover Units held by such Rollover Participant immediately

Equity Rollover. Party C agrees to subscribe for 1,455,549 shares of Series B preferred shares additionally issued by Party D at a total purchase price of US$2,035,667.

Equity Rollover. (a) As of the date of this Agreement, the Holder hereby converts, rollsover and exchanges into equity securities of the Company as described below (the “Rollover Securities”) the amount equal to the (i) unpaid accrued interest on the Notes and (ii) any original issue discount (“OID”) on the Notes (the “Rollover Amount”). (b) The Rollover Securities shall consist of (i) prefunded common stock warrants with a per share exercise price of $0.001 per share (the “Prefunded Warrants”) and (ii) non-prefunded warrants (the “Non-Prefunded Warrants”) with a per share exercise price equal to $1.967. As of the date and time of this Agreement, the Nasdaq Minimum Price (as defined in the applicable Nasdaq listing rules) for the Company’s common stock is $1.966. (c) The number of Prefunded Warrants shall be determined by dividing the Rollover Amount by $1.967. The number of Non-Prefunded Warrants shall be equal to the number of Prefunded Warrants (i.e. 100% warrant coverage). The Non-Prefunded Warrants shall have a price adjustment provision which will adjust the exercise price downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise price. In order to assure compliance with applicable Nasdaq rules, the Non-Prefunded Warrants shall not be exercisable for six months following the date of issue. (d) Such exchange, conversion, or rollover is conditioned upon such exchange, conversion, or rollover being in full compliance with all applicable listing rules of the Nasdaq Stock Market (including stockholder approval requirements).

Equity Rollover. Party A intends to roll over the equity of Party B directly held by Party A into equity in Party D to be held by Party F and Party C (hereinafter referred to as “Equity Rollover”). The Equity Rollover shall be implemented as follows: Party A, through Party F and Party C, subscribes for the additional shares issued by Party D at certain share price (hereinafter referred to as “share subscription price”); Party D pays Party E the share subscription price received by Party D in the form of capitalization (capital increase or loan); and Party E purchases the Target Equity of Party B held by Party A at the consideration of the share subscription price received by Party E.