Rollover Agreement Sample Contracts

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National Vision Holdings, Inc. – Option Rollover Agreement (September 29th, 2017)

OPTION ROLLOVER AGREEMENT (this "Agreement"), dated as of March 7, 2014 (the "Management Stockholder") is between Nautilus Parent, Inc., a Delaware corporation (the "Company"), and the Management Stockholder.

China Yida Holding Co. – Rollover Agreement (March 10th, 2016)

This Rollover Agreement (this "Agreement) is made as of March 8, 2016, by and among China Yida Holding Acquisition Co. (the "Company")and Minhua Chen and Yanling Fan (collectively the "Shareholders") and such other parties listed on Schedule A attached hereto (the "Rollover Investors"). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).

PSAV, Inc. – Rollover Agreement (September 10th, 2015)

This ROLLOVER AGREEMENT (this Agreement) is made and entered into as of January 24, 2014, by and among PSAV Intermediate Corp., a Delaware corporation (the Company), and the individuals listed on the signature page hereto (each a Rollover Party and collectively the Rollover Parties).

PSAV, Inc. – Rollover Agreement (September 10th, 2015)

This ROLLOVER AGREEMENT (this Agreement) is made and entered into as of January 24, 2014, by and among PSAV Intermediate Corp., a Delaware corporation (the Company), and the individuals listed on the signature page hereto (each a Rollover Party and collectively the Rollover Parties).

Rollover Agreement (September 9th, 2015)

This ROLLOVER AGREEMENT (this Agreement) is made as of September 8, 2015 among Joes Jeans Inc., a Delaware corporation (the Company), and each of the undersigned Persons set forth on Schedule A hereto (individually, a Noteholder, and collectively, the Noteholders). All capitalized terms not defined herein have the meanings in the Agreement and Plan of Merger, dated as of September 8, 2015 (the Merger Agreement) among the Company, JJ Merger Sub LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Company (Merger Sub), and RG Parent, LLC, a Delaware limited liability company (RG).

Rollover Agreement (September 9th, 2015)

This ROLLOVER AGREEMENT (this Agreement) is made as of September 8, 2015 among Joes Jeans Inc., a Delaware corporation (the Company), and each of the undersigned Persons set forth on Schedule A hereto (individually, a Noteholder, and collectively, the Noteholders). All capitalized terms not defined herein have the meanings in the Agreement and Plan of Merger, dated as of September 8, 2015 (the Merger Agreement) among the Company, JJ Merger Sub LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Company (Merger Sub), and RG Parent, LLC, a Delaware limited liability company (RG).

Form of Rollover Agreement (January 26th, 2015)

THIS ROLLOVER AGREEMENT (this Agreement) is made and entered into as of January 22, 2015 by and among Harman International Industries, Incorporated, a Delaware corporation (Parent), Sabita Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), and , a [][an individual and resident of []] (the Rollover Holder), [and solely for the purpose of Section 5.12, STG III, L.P., a Delaware limited partnership (STG III), and STG III-A, L.P., a Delaware limited partnership (STG III-A)]1[and solely for the purpose of Section 5.13, Romesh Wadhwani, an individual and resident of California]2.

[Form of Rollover Agreement] (November 17th, 2014)

Reference is made to that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the "Merger Agreement"), by and among ChyronHego Corporation, a New York corporation (the "Company"), Vector CH Holdings (Cayman), L.P., an exempted limited partnership organized under the laws of the Cayman Islands ("Parent") and CH Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"). Capitalized terms used but not defined here (this "Rollover Agreement") have the meanings ascribed to them in the Merger Agreement. As used herein, the terms "Parent" and "Merger Subsidiary" shall include any entity to which Parent or Merger Subsidiary, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 10.3 thereof. The undersigned and Vector Capital IV L.P. and its affiliates ("Vector") and any other persons who invest in Parent are collectively ref

[Form of Rollover Agreement] (November 17th, 2014)

Reference is made to that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the "Merger Agreement"), by and among ChyronHego Corporation, a New York corporation (the "Company"), Vector CH Holdings (Cayman), L.P., an exempted limited partnership organized under the laws of the Cayman Islands ("Parent") and CH Merger Sub, Inc., a New York corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"). Capitalized terms used but not defined here (this "Rollover Agreement") have the meanings ascribed to them in the Merger Agreement. As used herein, the terms "Parent" and "Merger Subsidiary" shall include any entity to which Parent or Merger Subsidiary, as applicable, shall assign their respective rights, interests and obligations under the Merger Agreement in accordance with Section 10.3 thereof. The undersigned and Vector Capital IV L.P. and its affiliates ("Vector") and any other persons who invest in Parent are collectively ref

Contribution and Rollover Agreement by and Among Hm Springboard, Inc., John Edelman, John McPhee, and Herman Miller, Inc. ___________________________ (July 31st, 2014)

This CONTRIBUTION AND ROLLOVER AGREEMENT (this "Agreement") is entered into as of July 17, 2014, by and among HM Springboard, Inc., a Delaware corporation (the "Company"), John Edelman and John McPhee (each such individual, an Executive" and collectively, the "Executives") and Herman Miller, Inc., a Michigan corporation ("HM"). Each Executive, the Company and HM are sometimes referred to herein as a "Party" and collectively as the "Parties".

Movie Star – Rollover Agreement (December 19th, 2013)

This Rollover Agreement (this "Agreement") is made and entered into as of December 18, 2013, by and among, FOHG Holdings, LLC, a Delaware limited liability company ("Parent") and the shareholders (the "Rollover Shareholders") of Frederick's of Hollywood Group Inc. (the "Company") listed on Annex A attached hereto.

Movie Star – Agreement and Plan of Merger (December 19th, 2013)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of December 18, 2013, is entered into by and among FOHG HOLDINGS, LLC, a Delaware limited liability company ("Parent"), FOHG ACQUISITION CORP., a New York and wholly-owned subsidiary of Parent ("Merger Sub"), and FREDERICK'S OF HOLLYWOOD GROUP INC., a New York corporation (the "Company" and, together with Parent and Merger Sub, the "Parties"). Certain capitalized terms used in this Agreement and not otherwise defined are used as defined in Section 8.11.

Movie Star – Purchase and Sale Agreement (December 19th, 2013)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of December 18, 2013, by and between TTG Apparel, LLC, a Delaware limited liability company ("Seller"), and HGI Funding, LLC, a Delaware limited liability company ("Purchaser").

Movie Star – Rollover Agreement (December 19th, 2013)

This Rollover Agreement (this "Agreement") is made and entered into as of December 18, 2013, by and among, FOHG Holdings, LLC, a Delaware limited liability company ("Parent") and the shareholders (the "Rollover Shareholders") of Frederick's of Hollywood Group Inc. (the "Company") listed on Annex A attached hereto.

AsiaInfo Holdings, Inc. – AGREEMENT AND PLAN OF MERGER Among SKIPPER LIMITED, SKIPPER ACQUISITION CORPORATION and ASIAINFO-LINKAGE, INC. Dated as of May 12, 2013 (May 13th, 2013)

AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2013 (this Agreement), among Skipper Limited, a Cayman Islands exempted company with limited liability (Parent), Skipper Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and AsiaInfo-Linkage, Inc., a Delaware corporation (the Company).

Mod-Pac Corp. – Rollover Agreement (April 16th, 2013)

This Rollover Agreement (this "Agreement") is made and entered into as of April 11, 2013, by and among LeCaron Enterprises Corp., a Delaware corporation ("Family Corp."), and the shareholders ("Family Shareholders") of MOD-PAC CORP., a New York corporation ("Mod-Pac"), listed on Annex A attached hereto.

Mod-Pac Corp. – Rollover Agreement (April 15th, 2013)

This Rollover Agreement (this "Agreement") is made and entered into as of April 11, 2013, by and among LeCaron Enterprises Corp., a Delaware corporation ("Family Corp."), and the shareholders ("Family Shareholders") of MOD-PAC CORP., a New York corporation ("Mod-Pac"), listed on Annex A attached hereto.

Quintiles Transitional Holdings – Amendment No. 1 to Rollover Agreement (February 15th, 2013)

AMENDMENT NO. 1 TO ROLLOVER AGREEMENT (this Amendment) dated as of September 23, 2003, by and between Pharma Services Holding, Inc., a Delaware corporation (the Company), Dennis B. Gillings, Ph.D. (DG), an individual, Joan H. Gillings, an individual, Susan Ashley Gillings, an individual, the Gillings Family Foundation, a North Carolina private foundation, the Gillings Family Limited Partnership, a North Carolina limited partnership, and the GFEF Limited Partnership, a North Carolina limited partnership (each, including DG, an Investor and, collectively, the Investors). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in that certain Rollover Agreement, dated as of August 28, 2003, by and among the Company and the Investors (the Rollover Agreement).

Quintiles Transitional Holdings – Rollover Agreement (February 15th, 2013)

ROLLOVER AGREEMENT (this Agreement) dated as of August 28, 2003, 2003, by and between Pharma Services Holding, Inc., a Delaware corporation (the Company), Dennis B. Gillings, Ph.D. (DG). an individual, Joan H. Gillings, an individual, Susan Ashley Gillings, an individual, the Gillings Family Foundation, a North Carolina private foundation, the Gillings Family Limited Partnership, a North Carolina limited partnership, and the GFEF Limited Partnership, a North Carolina limited partnership (each, including DG, an Investor and, collectively, the Investors). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of April 10, 2003 (as such agreement may be amended or restated from time to time, the Merger Agreement), by and among the Company, Pharma Services Acquisition Corp., a North Carolina corporation and wholly-owned subsidiary of the Company (Merger Sub), and Quintiles Transnational Corp., a N

June 6, 2012 (June 7th, 2012)

This letter sets forth the commitment of (i) Cole Family Holdco, LLC (the Investor) and Kenneth D. Cole (KDC) to jointly and severally purchase equity securities of KCP Holdco, Inc. (Parent), which has been formed for the purpose of acquiring Kenneth Cole Productions, Inc. (the Company) through the merger of KCP Mergerco, Inc. (Merger Sub) with and into the Company, pursuant to that certain Agreement and Plan of Merger dated as of June 6, 2012 (the Merger Agreement), by and among Parent, Merger Sub and the Company, all on the terms and subject to the conditions set forth in the Merger Agreement (the Transaction) and (ii) the Family Stockholders (as defined in the Merger Agreement) to effectuate, and cause the Investor, Parent and KCP Acquisitions, Inc. (Intermediate Holdco) to effectuate, the transactions contemplated by the Rollover Agreement, attached hereto as Exhibit A, and the Exchange Agreement, attached hereto as Exhibit B, immediately prior to the Effective Time in accordance w

Rollover Agreement (June 7th, 2012)

This Rollover Agreement (this Agreement) is made and entered into as of June 6, 2012, by and among Cole Family Holdco, LLC, a Delaware limited liability company (Family LLC), and the stockholders (Family Stockholders) of Kenneth Cole Productions, Inc. (the Company) listed on Annex A attached hereto.

Bloomin' Brands Inc. – Employee Rollover Agreement (April 6th, 2012)

This Employee Rollover Agreement (this Agreement) is made as of June 14, 2007 between Kangaroo Holdings, Inc. (the Company) and the stockholder of OSI Restaurant Partners, Inc. (OSI or the Target) listed on Schedule 1 hereto as holding the Rollover Shares listed thereon (the Rollover Stockholder).

Bloomin' Brands Inc. – Unrestricted Stock Rollover Agreement (April 6th, 2012)

This Unrestricted Stock Rollover Agreement (this Agreement) is made as of June 14, 2007 between Kangaroo Holdings, Inc. (the Company) and the stockholder of OSI Restaurant Partners, Inc. (OSI or the Target) listed on Schedule 1 hereto as holding the Rollover Shares listed thereon (the Rollover Stockholder).

Bloomin' Brands Inc. – Founder Rollover Agreement (April 6th, 2012)

This Founder Rollover Agreement (this Agreement) is made as of June 14, 2007 among Kangaroo Holdings, Inc. (the Company) and each of the stockholders of OSI Restaurant Partners, Inc. (the Target) listed on Schedule 1 hereto as holding the Rollover Shares listed thereon (each, a Rollover Investor and, collectively, the Rollover Investors).

Emergency Medical Svcs Corp – Rollover Agreement (August 15th, 2011)

This ROLLOVER AGREEMENT (this Agreement), dated as of May , 2011, is entered into by and among the undersigned individual (the Executive), CDRT Holding Corporation, a Delaware corporation (Parent), and CDRT Acquisition Corporation (Intermediate Parent), a Delaware corporation and a wholly owned subsidiary of Parent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

Big Heart Pet Brands – Form of Option Rollover Agreement (July 15th, 2011)

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of November 24, 2010 (the Merger Agreement), by and among Del Monte Foods Company, a Delaware corporation (Del Monte), the Company and Blue Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (Merger Sub), and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will on the date of closing of the Merger (as defined herein) pursuant to the Merger Agreement (the Closing Date) merge with and into the Company (the Merger), with Del Monte surviving the Merger, with each stockholder of Del Monte common stock as in effect immediately prior to the Merger (such stock, Del Monte Stock) receiving $19.00 per share upon consummation of the Merger;

China Fire & Securty Grp Inc – Rollover Agreement (May 23rd, 2011)

This ROLLOVER AGREEMENT (this "Agreement"), by and among Amber Parent Limited, an exempted company incorporated in the Cayman Islands ("Parent"), Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the shareholders of China Fire & Security Group, Inc., a Florida corporation (the "Company"), listed on the signature page hereto (each, a "Rollover Shareholder" and collectively, the "Rollover Shareholders"), is made and entered into as of 20 May 2011. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

China Fire & Securty Grp Inc – Rollover Agreement (May 23rd, 2011)

This ROLLOVER AGREEMENT (this "Agreement"), by and among Amber Parent Limited, an exempted company incorporated in the Cayman Islands ("Parent"), Amber Mergerco, Inc., a Florida corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the shareholders of China Fire & Security Group, Inc., a Florida corporation (the "Company"), listed on the signature page hereto (each, a "Rollover Shareholder" and collectively, the "Rollover Shareholders"), is made and entered into as of 20 May 2011. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).

Rollover Agreement (November 9th, 2010)

This Rollover Agreement (this "Agreement") is made and entered into as of November 9, 2010, by and among Darling International Inc., a Delaware corporation ( "Acquiror"), each of the other parties listed on the signature pages hereto (each such party, including Robert A. Griffin, an "Investor" and, collectively, the "Investors") and Robert A. Griffin, in his separate capacity as the "Investors' Representative".

MedPak Holdings, Inc. – Contribution and Rollover Agreement (August 17th, 2009)

This CONTRIBUTION AND ROLLOVER AGREEMENT (this Agreement), dated as of August 7, 2009, is by and among MedPak Holdings, Inc., a Delaware corporation (Holdings), and the Persons listed on Schedule 1 hereto that are parties hereto (each, individually, a Rollover Shareholder and, collectively, the Rollover Shareholders). Holdings and the Rollover Shareholders are sometimes individually referred to herein as a Party and collectively as the Parties.

Nationshealth Inc – Exchange and Rollover Agreement (May 5th, 2009)

This Exchange and Rollover Agreement (this Agreement), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (Parent), NationsHealth Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), NationsHealth, Inc., a Delaware corporation (the Company), and the undersigned stockholders (each a Stockholder and collectively, the Stockholders) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Nationshealth Inc – Exchange and Rollover Agreement (May 5th, 2009)

This Exchange and Rollover Agreement (this Agreement), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (Parent), NationsHealth Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), NationsHealth, Inc., a Delaware corporation (the Company), and the undersigned stockholders (each a Stockholder and collectively, the Stockholders) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Nationshealth Inc – Exchange and Rollover Agreement (May 5th, 2009)

This Exchange and Rollover Agreement (this Agreement), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (Parent), NationsHealth Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), NationsHealth, Inc., a Delaware corporation (the Company), and the undersigned stockholders (each a Stockholder and collectively, the Stockholders) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Nationshealth Inc – Exchange and Rollover Agreement (May 5th, 2009)

This Exchange and Rollover Agreement (this Agreement), dated as of April 30, 2009, is made by and among ComVest NationsHealth Holdings, LLC, a Delaware limited liability company (Parent), NationsHealth Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), NationsHealth, Inc., a Delaware corporation (the Company), and the undersigned stockholders (each a Stockholder and collectively, the Stockholders) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

Tarrant Apparel Group – Re: Equity Rollover Agreement (February 27th, 2009)

Reference is made to the Agreement and Plan of Merger, dated as of February 26, 2009 (as it may be amended from time to time, the Merger Agreement), by and among Sunrise Acquisition Company, LLC, a California limited liability company (Parent), Sunrise Merger Company, a California corporation (Merger Sub) and Tarrant Apparel Group, a California corporation (the Company), pursuant to which Merger Sub will be merged into the Company (the Merger), with the Company as the Surviving Corporation. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.