Common use of Rollover Closing Clause in Contracts

Rollover Closing. Rollover Holder hereby irrevocably designates its Rollover Shares for which Rollover Holder would otherwise be entitled to receive Merger Consideration in accordance with the Merger Agreement as instead subject to the treatment as set forth below in this Section 1.1. Rollover ▇▇▇▇▇▇ acknowledges and ▇▇▇▇▇▇ agrees that: (a) Upon the closing of the Rollover Transaction (such closing, the “Rollover Closing”), which Rollover Closing shall occur substantially contemporaneously with and contingent upon the closing of the Company Merger, and without further action on the part of any Person, the Rollover Shares will be and are hereby automatically contributed by Rollover Holder to TopCo in exchange for the issuance to Rollover Holder of a number of shares of common stock, par value $0.01 per share, of TopCo (“TopCo Common Stock” and such shares so issued in such exchange, the “TopCo Shares”) equal to the number of Rollover Shares multiplied by the Exchange Ratio (rounding the resulting number down to the nearest whole number of shares of TopCo Common Stock). For purposes hereof, the “Exchange Ratio” means (x) the Merger Consideration divided by (y) the Book Value Per Share (calculated on a pro-forma basis as of immediately following the Closing, including giving effect to (I) any fees and expenses borne by TopCo pursuant to Section 9.17 of the Stockholders Agreement (as defined below) and (II) any deposit of cash into the Payment Fund by the Company pursuant to Section 2.3(a) of the Merger Agreement); and (b) Upon Rollover Holder’s receipt of the TopCo Shares, the TopCo Shares and Rollover Holder will be subject in all respects to the terms and conditions of TopCo’s certificate of incorporation (as in effect as of the Closing and as amended from time to time thereafter in accordance with its terms, the “TopCo Certificate of Incorporation”), the bylaws of TopCo (as in effect as of the Closing and as amended from time to time thereafter in accordance with their terms, the “TopCo Bylaws”) and to the terms and conditions of a Stockholders Agreement (to be entered into by Rollover Holder at or prior to the Rollover Closing) by and among TopCo, Rollover Holder and the other TopCo stockholders party thereto from time to time, in the form attached hereto as Exhibit B (as amended from time to time in accordance with its terms, the “Stockholders Agreement” and together with the TopCo Certificate of Incorporation and the TopCo Bylaws, the “TopCo Governing Documents”).

Rollover Closing. Rollover Holder hereby irrevocably designates its Rollover Shares for which Rollover Holder would otherwise be Subject to the satisfaction (or waiver by the parties entitled to receive Merger Consideration the benefit thereof) of the conditions set forth in accordance with Section 1.3, the Merger Agreement as instead subject closing of the transactions contemplated hereby (the “Rollover Closing”) will take place at the time specified in Section 1.3. At or prior to the treatment as Rollover Closing, the parties hereto shall negotiate in good faith and execute and deliver to the other parties hereto, (1) a shareholder’s agreement of the Company (the “Company SHA”), (2) the Fourth Amended and Restated Limited Liability Company Agreement of OpCo (the “A&R OpCo LLCA”), (3) amended and restated Holdco LLC Agreements reflecting the applicable terms set forth below on Exhibit B with respect to any HoldCos that hold Interests in this Section 1.1. Rollover the Company or OpCo and in which any person other than AE or any of his Permitted Transferees or ▇▇▇▇▇▇▇ acknowledges and ▇▇▇▇▇▇▇▇▇ agrees that: or any of his Permitted Transferees owns any interest, and (a4) Upon the closing such other governing, organizational or other applicable agreements or documents of the Rollover Company, OpCo and the HoldCos, in each case of the foregoing clauses (1) through (4), that reflect the applicable terms set forth on Exhibit B hereto and such other terms as are consistent with the applicable terms set forth on Exhibit B hereto and, if not specified on Exhibit B hereto, are reasonably acceptable to AE, and which, for the avoidance of doubt will include the preferred equity issued in connection with the Transaction (such closingcollectively, and together with the Company SHA and the A&R OpCo LLCA, the “Rollover ClosingGovernance Agreements”); provided that, which Rollover Closing shall occur substantially contemporaneously with and contingent upon notwithstanding the closing of foregoing, in the Company Merger, and without further action on event that the part of any Person, the Rollover Shares will be and Governance Agreements are hereby automatically contributed by Rollover Holder to TopCo in exchange for the issuance to Rollover Holder of a number of shares of common stock, par value $0.01 per share, of TopCo (“TopCo Common Stock” and such shares so issued in such exchange, the “TopCo Shares”) equal to the number of Rollover Shares multiplied by the Exchange Ratio (rounding the resulting number down to the nearest whole number of shares of TopCo Common Stock). For purposes hereof, the “Exchange Ratio” means (x) the Merger Consideration divided by (y) the Book Value Per Share (calculated on a pro-forma basis as of immediately following the Closing, including giving effect to (I) any fees and expenses borne by TopCo pursuant to Section 9.17 of the Stockholders Agreement (as defined below) and (II) any deposit of cash into the Payment Fund by the Company pursuant to Section 2.3(a) of the Merger Agreement); and (b) Upon Rollover Holder’s receipt of the TopCo Shares, the TopCo Shares and Rollover Holder will be subject in all respects to the terms and conditions of TopCo’s certificate of incorporation (as in effect as of the Closing and as amended from time to time thereafter in accordance with its terms, the “TopCo Certificate of Incorporation”), the bylaws of TopCo (as in effect as of the Closing and as amended from time to time thereafter in accordance with their terms, the “TopCo Bylaws”) and to the terms and conditions of a Stockholders Agreement (to be entered into by Rollover Holder at or not executed prior to the Rollover Closing, (i) by and among TopCo, Rollover Holder the Investors and the other TopCo stockholders party thereto from Parent Entities, as applicable, shall continue to negotiate the Governance Agreements in good faith and enter into, execute and deliver the Governance Agreements as soon as reasonably practicable thereafter and (ii) to the extent applicable, the terms set forth on Exhibit B shall be binding on the parties hereto (and the Parent Entities shall cause the Company and OpCo to be bound by the terms set forth on Exhibit B) until such time that such agreements are executed and delivered. In connection with the foregoing, it is agreed that, prior to timeor at the Closing, in no event shall the form attached hereto Rollover Interests that are OpCo Profits Units be recapitalized, reclassified or otherwise altered so as Exhibit B to require that Rollover Interests that are OpCo Profits Units be exchanged for Common Units (as amended from time defined in the OpCo Operating Agreement) or that the Rollover Interests otherwise be subordinated to time the Common Units held by the Parent Entities in accordance with its termsa manner different than the relative subordination of the OpCo Profits Units to the Common Units pursuant to the OpCo Operating Agreement. For the avoidance of doubt, the “Stockholders Agreement” and together with penultimate sentence of this Section 1.2 shall terminate immediately following the TopCo Certificate of Incorporation and the TopCo Bylaws, the “TopCo Governing Documents”)Effective Time.

Rollover Closing. Rollover Holder hereby irrevocably designates its Rollover Shares and Rollover Options for which Rollover Holder would otherwise be entitled to receive Merger Consideration or other payments under the Merger Agreement in accordance with the Merger Agreement as instead subject to the treatment as set forth below in this Section 1.1. Rollover ▇▇▇▇▇▇ Holder acknowledges and ▇▇▇▇▇▇ hereby agrees that: (a) Upon the closing of the Rollover Transaction (such closing, the “Rollover Closing”), which Rollover Closing shall occur substantially contemporaneously with and contingent upon the closing of the Company Merger, and without further action on the part of any Person, the Rollover Shares will be and are hereby automatically contributed by Rollover Holder to TopCo in exchange for the issuance to Rollover Holder of a number of shares of common stock, par value $0.01 per share, of TopCo (“TopCo Common Stock” and such shares so issued in such exchange, the “TopCo Shares”) equal to the number of Rollover Shares multiplied by the Exchange Ratio (rounding the resulting number down to the nearest whole number of shares of TopCo Common Stock). Upon the Rollover Closing, which Rollover Closing shall occur substantially contemporaneously with and contingent upon the closing of the Company Merger, and without further action on the part of any Person, the Rollover Options will be and are hereby substituted with options to purchase a number of shares of TopCo Common Stock (such options so issued in such substitution, the “TopCo Options”) equal to the number of shares of the Company’s Class A Stock issuable upon exercise of the Rollover Options multiplied by the Exchange Ratio (rounding the resulting number down to the nearest whole number of shares of TopCo Common Stock). From and after the Rollover Closing: (A) the per share exercise price for a share of TopCo Common Stock issuable upon exercise of each TopCo Option shall be determined by dividing the per share exercise price of a share of the Company’s Class A Stock subject to the corresponding Rollover Option, as in effect immediately prior to the Rollover Closing, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (B) the terms, status as an incentive stock option under Code Section 422 or a nonstatutory stock option and vesting schedule of such TopCo Option shall otherwise remain unchanged from the corresponding terms, status, and vesting schedule of the corresponding Rollover Options as a result of the Rollover Transaction; provided, that TopCo’s (or the applicable Affiliate of TopCo’s) board of directors shall succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to the administration of such TopCo Options. For purposes hereof, the “Exchange Ratio” means (x) the Merger Consideration divided by (y) the Book Value Per Share (calculated on a pro-forma basis as of immediately following the Closing, including giving effect to (I) any fees and expenses borne by TopCo pursuant to Section 9.17 of the Stockholders Agreement (as defined below) and (II) any deposit of cash into the Payment Fund by the Company pursuant to Section 2.3(a) of the Merger Agreement); and (b) Upon Rollover Holder’s receipt of the TopCo SharesShares and any TopCo Common Stock issued upon exercise of TopCo Options, the TopCo Shares Shares, such TopCo Common Stock and Rollover Holder will be subject in all respects to the terms and conditions of TopCo’s certificate of incorporation (as in effect as of the Closing and as amended from time to time thereafter in accordance with its terms, the “TopCo Certificate of Incorporation”), the bylaws of TopCo (as in effect as of the Closing and as amended from time to time thereafter in accordance with their terms, the “TopCo Bylaws”) and to the terms and conditions of a Stockholders Agreement (to be entered into by Rollover Holder at or prior to the Rollover Closing) by and among TopCo, Rollover Holder and the other TopCo stockholders party thereto from time to time, in the form attached hereto as Exhibit B (as amended from time to time in accordance with its terms, the “Stockholders Agreement” and together with the TopCo Certificate of Incorporation and the TopCo Bylaws, the “TopCo Governing Documents”).

Rollover Closing. Rollover Holder hereby irrevocably designates its Rollover Shares for which Rollover Holder would otherwise be Subject to the satisfaction (or waiver by the parties entitled to receive Merger Consideration the benefit thereof) of the conditions set forth in accordance with Section 1.3, the Merger Agreement as instead subject closing of the transactions contemplated hereby (the “Rollover Closing”) will take place at the time specified in Section 1.3. At or prior to the treatment as Rollover Closing, the parties hereto shall negotiate in good faith and execute and deliver to the other parties hereto, (1) a shareholder’s agreement of the Company (the “Company SHA”), (2) the Fourth Amended and Restated Limited Liability Company Agreement of OpCo (the “A&R OpCo LLCA”), (3) amended and restated Holdco LLC Agreements reflecting the applicable terms set forth below on Exhibit B with respect to any HoldCos that hold Interests in this Section 1.1. Rollover the Company or OpCo and in which any person other than PW or any of his Permitted Transferees or ▇▇▇▇▇ ▇▇▇▇▇▇▇ acknowledges or any of his Permitted Transferees owns any interest, and ▇▇▇▇▇▇ agrees that: (a4) Upon the closing such other governing, organizational or other applicable agreements or documents of the Rollover Company, OpCo and the HoldCos, in each case of the foregoing clauses (1) through (4), that reflect the applicable terms set forth on Exhibit B hereto and such other terms as are consistent with the applicable terms set forth on Exhibit B hereto and, if not specified on Exhibit B hereto, are reasonably acceptable to PW, and which, for the avoidance of doubt, will include the preferred equity issued in connection with the Transaction (such closingcollectively, and together with the Company SHA and the A&R OpCo LLCA, the “Rollover ClosingGovernance Agreements”); provided that, which Rollover Closing shall occur substantially contemporaneously with and contingent upon notwithstanding the closing of foregoing, in the Company Merger, and without further action on event that the part of any Person, the Rollover Shares will be and Governance Agreements are hereby automatically contributed by Rollover Holder to TopCo in exchange for the issuance to Rollover Holder of a number of shares of common stock, par value $0.01 per share, of TopCo (“TopCo Common Stock” and such shares so issued in such exchange, the “TopCo Shares”) equal to the number of Rollover Shares multiplied by the Exchange Ratio (rounding the resulting number down to the nearest whole number of shares of TopCo Common Stock). For purposes hereof, the “Exchange Ratio” means (x) the Merger Consideration divided by (y) the Book Value Per Share (calculated on a pro-forma basis as of immediately following the Closing, including giving effect to (I) any fees and expenses borne by TopCo pursuant to Section 9.17 of the Stockholders Agreement (as defined below) and (II) any deposit of cash into the Payment Fund by the Company pursuant to Section 2.3(a) of the Merger Agreement); and (b) Upon Rollover Holder’s receipt of the TopCo Shares, the TopCo Shares and Rollover Holder will be subject in all respects to the terms and conditions of TopCo’s certificate of incorporation (as in effect as of the Closing and as amended from time to time thereafter in accordance with its terms, the “TopCo Certificate of Incorporation”), the bylaws of TopCo (as in effect as of the Closing and as amended from time to time thereafter in accordance with their terms, the “TopCo Bylaws”) and to the terms and conditions of a Stockholders Agreement (to be entered into by Rollover Holder at or not executed prior to the Rollover Closing, (i) by and among TopCo, Rollover Holder the Investors and the other TopCo stockholders party thereto from Parent Entities, as applicable, shall continue to negotiate the Governance Agreements in good faith and enter into, execute and deliver the Governance Agreements as soon as reasonably practicable thereafter and (ii) to the extent applicable, the terms set forth on Exhibit B shall be binding on the parties hereto (and the Parent Entities shall cause the Company and OpCo to be bound by the terms set forth on Exhibit B) until such time that such agreements are executed and delivered. In connection with the foregoing, it is agreed that, prior to timeor at the Closing, in no event shall the form attached hereto Rollover Interests that are OpCo Profits Units be recapitalized, reclassified or otherwise altered so as Exhibit B to require that Rollover Interests that are OpCo Profits Units be exchanged for Common Units (as amended from time defined in the OpCo Operating Agreement) or that the Rollover Interests otherwise be subordinated to time the Common Units held by the Parent Entities in accordance with its termsa manner different than the relative subordination of the OpCo Profits Units to the Common Units pursuant to the OpCo Operating Agreement. For the avoidance of doubt, the “Stockholders Agreement” and together with penultimate sentence of this Section 1.2 shall terminate immediately following the TopCo Certificate of Incorporation and the TopCo Bylaws, the “TopCo Governing Documents”)Effective Time.