Rollover Agreement Sample Contracts

Share Cite Term
Link

Embed (HTML)
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.

Form of Option Rollover Agreement (April 15th, 2008)

THIS OPTION ROLLOVER AGREEMENT, dated as of February 13, 2008 (this Agreement), is made by and between Chill Holdings, Inc., a Delaware corporation (Holdings), and [ ], an individual (the Management Participant).

DJO Finance LLC – Djo Incorporated Incentive Stock Option Rollover Agreement (March 28th, 2008)

This AGREEMENT (this Agreement), dated as of November 20, 2007 (the Grant Date), is made by and between ReAble Therapeutics, Inc., a Delaware corporation which, following the consummation of certain transactions (the Transactions) set forth in the Agreement and Plan of Merger, dated July 15, 2007, intends to change its name to DJO Incorporated (the Company), and (the Optionee). The Optionee holds certain incentive stock options to purchase common shares of DJO Incorporated (as constituted prior to the Transactions) (the DJO Options), which the Optionee desires exchange for an option to purchase shares of the Companys common stock of equal value. As a condition to the Company granting the Option (as defined in Section 1 below) to the Optionee, the Optionee has agreed to release the Optionees interest in, and rights with respect to, the DJO Options. By accepting the Option, the Optionee agrees and understands that the Option is subject to the terms

DJO Finance LLC – Djo Incorporated Nonstatutory Stock Option Rollover Agreement (March 28th, 2008)

This AGREEMENT (this Agreement), dated as of November 20, 2007 (the Grant Date), is made by and between ReAble Therapeutics, Inc., a Delaware corporation which, following the consummation of certain transactions (the Transactions) set forth in the Agreement and Plan of Merger, dated July 15, 2007, intends to change its name to DJO Incorporated (the Company), and (the Optionee). The Optionee holds certain nonqualified stock options to purchase common shares of DJO Incorporated (as constituted prior to the Transactions) (the DJO Options), which the Optionee desires exchange for an option to purchase shares of the Companys common stock of equal value. As a condition to the Company granting the Option (as defined in Section 2 below) to the Optionee, the Optionee has agreed to release the Optionees interest in, and rights with respect to, the DJO Options. By accepting the Option, the Optionee agrees and understands that the Option is subject to the terms and cond

Dolgencorp, Llc – Form of Option Rollover Agreement (December 21st, 2007)

OPTION ROLLOVER AGREEMENT dated as of the date indicated on Schedule I hereto (this Option Rollover Agreement) between Dollar General Corporation, a Tennessee corporation (the Company), and the individual listed on Schedule I hereto (the Management Stockholder).

Activant Solutions Inc /De/ – Option Rollover Agreement (December 21st, 2007)

This OPTION ROLLOVER AGREEMENT dated May 1, 2006 (this Agreement), is made by and between Lone Star Holding Corp. (Lone Star), Activant Solutions Holdings Inc. (the Company) and Pervez Qureshi (the Investor). Unless expressly provided otherwise in this Agreement, capitalized terms defined in the Merger Agreement (as defined below) when used in this Agreement shall have the same meanings provided to such terms in the Merger Agreement.

Compass Intl Services Corp – Rollover Agreement (June 26th, 2007)

ROLLOVER AGREEMENT, dated as of July 21, 2006 (this Agreement), by and among COLLECT HOLDINGS, INC., a Delaware corporation (Parent), Michael Barrist and the several other individuals and entities named on Part A of Schedule I hereto (each a Rollover Investor and collectively, the Rollover Investors).

Compass Intl Services Corp – Joinder and Amendment to Rollover Agreement (June 26th, 2007)

This Joinder to the Rollover Agreement is made and entered into as of November 15, 2006 by and among Collect Holdings, Inc., a Delaware corporation (Parent), Michael Barrist, Michael and Natalie Barrist Trust (the MN Trust), Annette H. Barrist (Mrs. Barrist) and Annette H. Barrist Trust (the AB Trust, and together with the MN Trust and Mrs. Barrist, the Additional Investors). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rollover Agreement, dated as of July 21, 2006, by and between Parent and Mr. Barrist (the Agreement).

Form of Option Rollover Agreement (March 27th, 2007)

OPTION ROLLOVER AGREEMENT dated as of the date indicated on Schedule I hereto (this Option Rollover Agreement) between HCA Inc., a Delaware corporation (the Company), and the individual listed on Schedule I hereto (the Management Stockholder).

West – Rollover Agreement (November 9th, 2006)

This Rollover Agreement (this Agreement) is made as of , 2006 by and between West Corporation, a Delaware Corporation (the Company), and (the Rolling Participant).

Translation for Convenience Only - Not Legally Binding Translation Rollover Agreement Intervened in the Judicial District of Montreal, Province of Quebec, Canada (October 25th, 2006)

3841944 CANADA INC., a body politic and corporate duly incorporated under the Canada Business Corporations act, having its place of business situated at 407 McGill Street, Suite 1003, in the City and District of Montreal, herein acting and represented by Michel Pelletier, its president, duly authorized by a resolution (annexe A);

Medsource Technologies Holdings, Llc – Form of Rollover Agreement (December 19th, 2005)

ROLLOVER AGREEMENT dated as of November , 2005 (this Rollover Agreement) between Accellent Holdings Corp., a Delaware corporation (Accellent Holdings), and the individual listed on Schedule I hereto (the Management Stockholder).

Emi Rollover Agreement (October 18th, 2005)

This emi rollover Agreement (this Agreement) is being executed and delivered as a deed as of the date set forth below by and among eBay Inc., a Delaware corporation (the Purchaser or eBay), Skype Technologies S.A., a limited company registered under the laws of Luxembourg (the Company), and the holder of options to subscribe for ordinary shares of the Company identified on the signature page hereto (Optionholder).

REPLACEMENT OPTION ROLLOVER AGREEMENT (Canadian Employees) (April 7th, 2005)

AGREEMENT dated as of __________ (the Agreement) between CPI Holdco, Inc. (formerly CPI Acquisition Corp.), a Delaware corporation, (the Company), and the manager named on Schedule A (the Manager).

Rollover Agreement (November 15th, 2004)

WHEREAS, the Company has entered into that certain Transaction Agreement, dated as of April 20, 2004 (the Transaction Agreement), by and among Constellation, LLC, a Delaware limited liability company (Constellation), the Company, The DIRECTV Group, Inc., a Delaware corporation, and PAS Merger Sub, Inc., a Delaware corporation, pursuant to which Constellation will acquire all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the Common Stock);

Form of Rollover Agreement (March 26th, 2004)

ROLLOVER AGREEMENT dated as of March 29, 2004 (this Rollover Agreement) between Sealy Corporation, a Delaware corporation (the Company) and the individual listed on Schedule I hereto (the Management Stockholder).