Common use of Equity Rollover Clause in Contracts

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.