Common use of Rollover Transaction Clause in Contracts

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. 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”a) has entered into At the Rollover Agreement pursuant to which such Rollover Participant willClosing (as defined below), among other things, acquire Rollover Acquired Units. The Rollover Agreement shall set forth upon the terms and subject to the conditions of this Agreement, each Rolling Stockholder and Parent hereby agree and covenant to each other and to the Rollover Transaction and shall provide that Company to take 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 following actions: (i) the right to receive (A) subject to Section 1.10(d)Each Individual Rolling Stockholder shall transfer, the Per Share Holdback Consideration, if any, to be paid to the Company Securityholders if contribute 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 deliver the Rollover Participants with respect Shares held by such Individual Rolling Stockholder 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 paida Crestview Rolling Stockholder, in each case, pro rata free and clear of any Liens (other than restrictions under the Securities Act and applicable state and securities Laws) (the “Individual Rollover Contribution”) and in exchange for the Individual Rollover Contributions, such Crestview Rolling Stockholder shall issue to each such Individual Rolling Stockholder a number of Crestview Shares that have a value equal to the Rolled Value of the Rollover Shares delivered by such Individual Rolling Stockholder pursuant to the Individual Rollover Contribution; (ii) Immediately after the Individual Rollover Contribution, each Crestview Rolling Stockholder shall transfer, contribute and deliver the Rollover Shares held by such Rolling Stockholder (including such Rollover Shares received pursuant to the Individual Rollover Contribution) to Merger Sub, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws) (the “Initial Rollover Contribution”); (iii) Each Rolling Stockholder shall deliver to Parent a properly completely and duly executed IRS Form W-9 from the Rolling Stockholder (or, if the Rolling Stockholder is treated as disregarded as separate from another entity or Person for U.S. federal income tax purposes, from such entity or Person); (iv) Immediately after the Initial Rollover Contribution, Merger Sub shall transfer, contribute and deliver to such Crestview Rolling Stockholders a number of HoldCo Shares, in each case, free and clear of any Liens (other than restrictions under the Securities Act and applicable state securities Laws), that have a value (determined based upon proceeds on the number of HoldCo Shares transferred multiplied by the price per HoldCo Share) equal to the Rolled Value (as defined below) of the Rollover Shares delivered by such Crestview Rolling Stockholder pursuant to the Initial Rollover Contribution (the “Merger Sub Contribution”). For purposes of this Agreement, “Rolled Value” means, with respect to any Rollover Shares the aggregate amount of Merger Consideration that the Rolling Stockholder holding such Rollover Shares would have received and as of the Effective Time if such Rollover Shares were converted into the right to receive the Merger Consideration in accordance with this the Merger Agreement, any amount required to be paid by a Company Securityholder pursuant to this Agreement.;