Rollover Transaction. Concurrently with the date hereof, as an integral part of the transactions contemplated hereby, each of the Company Securityholders that is identified in Section 1.3 of the Company Disclosure Schedule (the “Rollover Participants”) has entered into the Rollover Agreement pursuant to which such Rollover Participant will, among other things, acquire Rollover Acquired Units. The Rollover Agreement shall set forth the terms and conditions of the Rollover Transaction and shall provide that the applicable Rollover Participant will contribute a portion of such Rollover Participant’s Rollover Shares in exchange for the issuance by LP Holdings of Rollover Acquired Units, in accordance with the terms of the Rollover Agreement and the LP Holdings LPA. In no event shall the holder of a Rollover Share be entitled to receive any portion of the Per Share Merger Consideration in respect of such Rollover Share; provided that each holder of a Rollover Share shall sell such holder’s Contingent Shares to Buyer in exchange for (i) the right to receive (A) subject to Section 1.10(d), the Per Share Holdback Consideration, if any, to be paid to the Company Securityholders if and when released in accordance with this Agreement, (B) subject to Section 1.15 and Article 8, the Per Share Escrow Consideration, if any, to be paid to the Company Securityholders if and when released in accordance with the Escrow Agreement and this Agreement and (C) other amounts to be paid to the Rollover Participants with respect to such holder’s Rollover Shares as contemplated under this Agreement (clauses (A) through (C), collectively, the “Contingent Payment Rights”), and (ii) the obligation to pay, or cause to be paid, in each case, pro rata based upon proceeds received and in accordance with this Agreement, any amount required to be paid by a Company Securityholder pursuant to this Agreement.
Rollover Transaction. LP Holdings shall have executed and delivered to the Rollover Participants the LP Holdings LPA and issued the Rollover Acquired Units to the Rollover Participants in accordance with the Rollover Agreement and the LP Holdings LPA.
Rollover Transaction. As an integral part of the transactions contemplated hereby, each Rollover Holder will, immediately prior to the Closing, exchange such Rollover Holder’s Rollover Interests for Common Units of Parent and, immediately prior to the Closing, each such Rollover Holder will receive in respect of such Rollover Holder’s Rollover Interests the number of Common Units set forth across from such Person’s name on Annex I, with each Common Unit of Parent being deemed for purposes hereof to have a value equal to $2.71, and in each case in accordance with the terms of the applicable Rollover Agreement. For the avoidance of doubt, the holders of the Rollover Interests will be entitled to receive Common Units immediately prior to, but contingent upon, the Closing and any cash payment to Sellers pursuant to Section 1.3.
Rollover Transaction. Parent shall use reasonable best efforts to consummate the Rollover Transaction on the terms set forth in the Rollover Agreement.
Rollover Transaction. All transactions contemplated by Rollover Agreement shall have been consummated and become effective as of no later than immediately prior to the Effective Time.
Rollover Transaction. The parties hereto agree that the Rollover Transaction will be consummated as follows:
Rollover Transaction. The Rollover Transaction shall have been consummated on the same day as the Closing, immediately prior to the Closing.
Rollover Transaction
