Rollover Equity. (a) Executive shall roll over all of his shares of Company Common Stock (as defined in the Merger Agreement) and all of his Options (as defined in the Merger Agreement) into shares of New Company Common Stock (as defined in the Merger Agreement) and Retained Options (such rolled New Company Common Stock and Retained Options, the "Rollover Equity"), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise the Rollover Equity to the Company each year if (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied and (ii) the agreements governing the indebtedness of the Company permit the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to the Rollover Equity only.
Rollover Equity. Purchaser has provided to Seller all documents, agreements, due diligence and disclosure materials that Purchaser has provided or made available to any shareholders or subscribers that purchased shares of Purchaser’s common stock pursuant to subscription agreements with the Purchaser on or prior to the Closing Date.
Rollover Equity. Upon the Effective Time, Executive’s Company Stock Options and Company RSU Awards (as such terms are defined in the Merger Agreement) shall be converted into equivalent Holdco equity awards (collectively, the “Converted Awards”) in accordance with the terms and conditions set forth in Section 1.8 of the Merger Agreement, except that Executive agrees that the definition of “Constructive Termination” included in the award agreements applicable to the Converted Awards shall be replaced in its entirety, effective as of the Effective Time, with the definition of “Good Reason” set forth in Section 3(d)(ii).
Rollover Equity. (a) Stayton shall have the right to elect to receive a portion of the Cash/Equity Portion of the Purchase Price in the form of an issuance to the Rollover Member of a membership interest in Purchaser or an affiliate of Purchaser designated by Purchaser, which indirectly, acquires title to the Properties. Stayton must exercise such election (the "Rollover Equity Election") by delivering to Purchaser a written notice stating the value of the interests in Purchaser which it has elected to receive (the "Rollover Equity Amount") no later than 10 days following the date that the Court approves the Reorganization Plan. Except as expressly provided in Section 2.6(c) below, the Rollover Equity Amount shall not exceed $25,000,000 or be less than $10,000,000.
Rollover Equity. Restricted Stock At the closing of the proposed acquisition (the “Closing”), the unvested restricted stock issued to Executives by the Company in 2005 and any vested restricted stock exchanged in order to satisfy the Rollover Amount (collectively, the “Restricted Stock”) will be appropriately adjusted as a result of the recapitalization of the Company and will remain outstanding and subject to the applicable terms and conditions set forth in the documents evidencing the award of the Restricted Stock by the Company and the applicable terms and conditions set forth in this document.
Rollover Equity. (a) Executive shall roll over all of his Options (as defined in the Merger Agreement) into Retained Options (as defined in the Merger Agreement), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options.
Rollover Equity. (a) In lieu of selling their respective interests in one or more Properties, Investors will be provided with certain rights to elect to contribute their interests in the Properties (the “Contributed Interests”) to Rollover Member, which will immediately further contribute the Contributed Interests to Purchaser in exchange for the issuance of one or both of the following: (i) Class A Preferred Units in Purchaser (the “Preferred Rollover Election”) or (ii) Common Interests in Purchaser (the “Common Rollover Election”; together with the Preferred Rollover Election, the “Rollover Equity Election”). The Contributed Interests shall be conveyed to Purchaser subject to the Assumed Real Property Loans and other Assumed Liabilities. Stayton shall provide Purchaser with reasonable opportunity to review and comment on any materials Stayton intends to send to Investors for the purpose of soliciting elections by Investors with respect to the Rollover Equity Election.
Rollover Equity o Mr. He’s 35,131,575 Shares representing 23.9% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 35,131,575 Ordinary Shares representing 27.1% of Holdco’s equity. o Mx. Xxxxx’x 9,053,420 Shares representing 6.2% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 9,053,420Ordinary Shares representing 7.0% of Holdco’s equity. o Happy Travel’s 15,518,002 Shares representing 10.6% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 15,518,002 Ordinary Shares representing 12.0% of Holdco’s equity. o Cxxxx Xxx'x 3,900,000 Shares representing 2.7% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 3,900,000 Ordinary Shares representing 3.0% of Holdco's equity. o Qxxxx Xxxxx'x 1,500,000 Shares representing 1.0% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 1,500,000 Ordinary Shares representing 1.2% of Holdco's equity. o Minjian Shi's 2,535,000 Shares representing 1.7% of the total issued and outstanding Shares will be cancelled in the Transaction in exchange for the right to receive 2,535,000 Ordinary Shares representing 2.0% of Holdco's equity.
Rollover Equity. Upon the Effective Time, Employee’s Former Awards will be rolled over into Rollover Awards, and the “Good Reason” definition under Employee’s Former Awards and all related rights are waived in their entirety and replaced in the Rollover Awards with the “Good Reason” definition set forth in Section 1 of this Agreement. To the extent that any award agreement with respect to any of Employee’s Rollover Awards provides for accelerated vesting or other payment or benefits upon a termination of employment (other than due to death), such acceleration, payment or benefit is subject to Employee executing, delivering and not revoking a general release acceptable to Cigna.
Rollover Equity. Form Upon the closing of the Transaction, each executive will rollover on a pre-tax basis the portion of the executive’s outstanding stock options and/or shares of common stock in the Company set forth on Annex A to the applicable contribution agreement in exchange for equivalent equity interests in NewCo. The rollover equity that takes the form of shares of NewCo stock shall be in the same type or types of securities (and in the same proportions) as the securities issued to Permira. The equity rollover will be achieved in a tax efficient manner and is expected to be in the form of stock options and/or shares of common stock of NewCo. The share rollover will preserve the pre-Transaction value and the option rollover will preserve the pre-Transaction value and ratio of exercise price to fair market value of the underlying shares. The rollover contemplated herein shall exclude any requirement to rollover any cash transaction bonus that may be payable in connection with the Transaction. Vesting; Exercise The rollover equity will be fully vested upon issuance at the closing of the Transaction. The portion of the rollover equity that is in the form of stock options will have a “net exercise” feature that will allow an executive to use the shares issuable upon exercise of the options (i) to cover the applicable exercise price, and (ii) following the termination of an executive’s employment by NewCo without “Cause,” by the executive for “Good Reason” or as a result of death or “Disability” (each, as defined below in the Employment Agreement section), to satisfy an executive’s withholding tax obligations. In any event, an executive shall not be permitted to net exercise to satisfy withholding taxes if doing so would cause NewCo to violate the terms of any credit facility or loan agreement to which it is subject. Dividends The rollover shares and the shares underlying the rollover stock option awards will entitle an executive to receive any dividends paid in respect of such shares on the same basis as all other stockholders generally. Termination The exercise period for any rollover stock option begins on the date of issuance and ends on the first to occur of (i) the 10th anniversary of the date of issuance of the original Company stock option, (ii) three (3) months following an executive’s termination of employment for Cause or without Good Reason, (iii) one (1) year following an executive’s termination of employment due to death, Disability or retirement at or af...
