Common use of Rollover Contribution Clause in Contracts

Rollover Contribution. At the Closing and immediately prior to the effective time of the Merger (the “Effective Time”), the Participant and Parent hereby agree to take the following actions: (a) The Participant shall transfer, contribute and deliver to Parent a number of vested shares of Company Common Stock (the “Rollover Shares”) equal to the Participant Rollover Value divided by the Per Share Closing Consideration to the extent the Participant owns a sufficient number of shares of Company Common Stock and, if not, the Rollover Shares shall consist of all of the Participant’s shares of Company Common Stock. (b) If the Participant owns a number of vested shares of Company Common Stock that is greater than the number of Rollover Shares, the shares of Company Common Stock selected to be Rollover Shares will be those shares of Company Common Stock held by the Participant for a period of one year or less as of the Closing (if any), and thereafter will be those shares that have been owned for the longest period of time by the Participant; provided that the Participant may in any event elect to specifically identify the shares of Company Common Stock which shall constitute the Rollover Shares by providing written notice of such identification to the Company on or prior to the Closing. (c) As consideration for the transfer, contribution and delivery of the Rollover Shares, Parent shall issue to the Participant a number of shares of Parent Common Stock equal to the number of Rollover Shares multiplied by the Per Share Closing Consideration divided by the Per Share Parent Stock Price.