THIS ROLLOVER AGREEMENT (this "Agreement"), dated as of May 12, 2000, by --------- and among CLC ACQUISITION CORPORATION, a Delaware corporation ("Purchaser"), and --------- the other parties signatory hereto (each, a "Stockholder"). ----------- RECITALSRollover Agreement • May 26th, 2000 • CLC Acquisition Corp • Misc industrial & commercial machinery & equipment • Delaware
ROLLOVER AGREEMENTRollover Agreement • October 24th, 2022 • Manning & Napier, Inc. • Investment advice • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is made and effective as of October 20 , 2022 by and between Callodine MN Holdings, Inc., a Delaware corporation (“TopCo”), and the undersigned individual designated as “Rollover Holder” on the signature page attached hereto (“Rollover Holder”). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • April 3rd, 2024 • Emanuel Ariel • Services-amusement & recreation services • Delaware
ROLLOVER AGREEMENT, dated as of April 2, 2024 (this “Agreement”), among (i) Wildcat EGH Holdco, LP, a Delaware limited partnership (“Holdco Parent”), (ii) Wildcat OpCo Holdco, LP, a Delaware limited partnership (“OpCo Parent” and, together with Holdco Parent, the “Parent Entities” and each, a “Parent Entity”), (iii) Ari Emanuel (“AE”), (iv) The Ariel Z. Emanuel Living Trust, dated November 13, 2017 (the “AE Trust”) and (v) Endeavor Executive Holdco, LLC, Endeavor Executive II Holdco, LLC and Endeavor Executive PIU Holdco, LLC, in each case, solely to the extent the foregoing is a record owner of any of the Interests (as defined below) (collectively, the “HoldCos” and each a “HoldCo” and, together with AE and the AE Trust, the “Investors” and each an “Investor”). Capitalized terms used in this Agreement but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
Rollover AgreementRollover Agreement • June 27th, 2016 • Response Biomedical Corp • Services-testing laboratories • British Columbia
This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Company Securityholder”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the securities of Response Biomedical Corp. (the “Company”) set forth on Schedule “A” hereto (the “Rollover Contribution Securities”) to 1077801 B.C. Ltd. (the “Purchaser”) in exchange for new securities of the Purchaser provided set forth on Schedule “A” hereto and as described in the Arrangement Agreement (as defined below) (the “Purchaser Rollover Securities”).
ROLLOVER AGREEMENTRollover Agreement • December 2nd, 2021 • New Frontier Public Holding Ltd. • Services-hospitals • New York
This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of December 2, 2021 by and among Unicorn II Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“HoldCo”), HMJ Holdings III Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Rollover Vehicle”), and certain shareholders of New Frontier Health Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • March 23rd, 2023 • Fuller Max L • Trucking (no local) • Nevada
This Rollover Agreement (this “Agreement”), dated as of March 20, 2023, is entered into by and among Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Parent”), Liberty Holdings Topco LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Holdings”), Max L. Fuller and William Eric Fuller (each a “Key Stockholder”) and each of the other Persons set forth on Schedule A (each, a “Stockholder” and, together with the Key Stockholders, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
2. In addition, with respect to the Restricted Preferred Shares received pursuant to the preceding paragraph, the Senior Manager shall receive, pursuant to the terms of the Restricted Share Plan, the Restricted Share Agreement and the Management...Rollover Agreement • May 16th, 2002 • Seagate Technology Holdings • New York
THIS AGREEMENT dated the 7th day of April, 2014. BETWEEN: Looney Inc. (hereinafter referred to as the “Purchaser”)Rollover Agreement • November 29th, 2022 • Ontario
ROLLOVER AGREEMENTRollover Agreement • December 31st, 2015 • Alpha Spring LTD • Semiconductors & related devices • New York
This ROLLOVER AGREEMENT (this “Agreement”), by and among Vimicro China (Parent) Limited, an exempted company incorporated in the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of Vimicro International Corporation, an exempted company incorporated in the Cayman Islands (the “Company”), listed on the signature page hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”), is made and entered into as of September 15, 2015. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
ROLLOVER AGREEMENTRollover Agreement • March 24th, 2010 • Sage Parent Company, Inc. • Retail-catalog & mail-order houses • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of March 15, 2010, is entered into by and between CBT Holdings LLC, a Delaware limited liability company (the “Investor”), and Sage Parent Company, Inc., a Delaware corporation (“Parent”).
ROLLOVER AGREEMENTRollover Agreement • January 28th, 2011 • Vector Capital III, L.P. • Measuring & controlling devices, nec • Delaware
This Rollover Agreement (this “Agreement”) is made and entered into as of January 18, 2011 by and between Ray Holding Corporation, a Delaware corporation (the “Company”), and _________ (the “Investor”). Certain definitions are set forth in Section 7 of this Agreement. Certain capitalized terms used in this Agreement, not otherwise defined herein, shall have the meanings set forth in the Merger Agreement (as defined below). Subject to Section 10 hereof, this Agreement shall be a binding obligation of the parties on the date hereof, but the Rollover (as defined below) shall become effective immediately prior to the Effective Time upon the Closing Date.
AMENDMENT NO. 3 TO ROLLOVER AGREEMENTRollover Agreement • June 1st, 2011 • Rae Systems Inc • Measuring & controlling devices, nec
This Amendment No. 3 (this “Amendment No. 3”) to that certain Rollover Agreement, dated as of January 18, 2011 (the “Original Rollover Agreement”), as amended by Amendment No. 1 dated May 17, 2011 (“Amendment No. 1”), and Amendment No. 2 dated May 25, 2011 (“Amendment No. 2,” and collectively with the Original Rollover Agreement and Amendment No. 1, the “Rollover Agreement”), by and between Ray Holding Corporation, a Delaware corporation (the “Company”) and Chen Revocable Trust DTD 5/8/2011 (the “Investor”), is made and entered into as of May 31, 2011 by and between the Company and the Investor. All capitalized terms that are used in this Amendment No. 3 but not defined in this Amendment No. 3 shall have the respective meanings ascribed thereto in the Rollover Agreement.
ROLLOVER AGREEMENTRollover Agreement • June 7th, 2012 • Cole Kenneth Productions Inc • Footwear, (no rubber) • New York
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.
ROLLOVER AGREEMENTRollover Agreement • April 16th, 2013 • Mod Pac Corp • Paperboard containers & boxes • New York
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.
AMENDED AND RESTATED ROLLOVER AGREEMENTRollover Agreement • June 23rd, 2016 • Chuanwei Zhang • Engines & turbines • New York
This AMENDED AND RESTATED ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2016 by and among Regal Concord Limited, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), and Chuanwei Zhang, First Windy Investment Corp., Ling Wu, Rich Wind Energy Three Corp., Yuan Li, Eapard Investment Management Co., Ltd., Stephanie Ye Cai, SCGC Capital Holding Company Limited, Ironmont Investment Co., Ltd., and the management shareholders signatory hereto (each a “Rollover Shareholder”), each a shareholder of China Ming Yang Wind Power Group Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ContractRollover Agreement • September 10th, 2009 • United Energy Group LTD • Crude petroleum & natural gas • New York
ROLLOVER AGREEMENT, dated as of June 11, 2008 (this “Agreement”), among United Energy Group Limited, an exempted company with limited liability existing under the Laws of Bermuda (“United”) and Citadel Equity Fund Ltd, a Cayman Islands company (“Senior Preferred Stockholder”).
THIS ROLLOVER AGREEMENT (this "Agreement") is dated 26 October 2015: PARTIES:Rollover Agreement • October 26th, 2015
ROLLOVER AGREEMENTRollover Agreement • December 19th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This ROLLOVER AGREEMENT, is dated as of August 13, 2019 (this “Agreement”), between BCEC—Port Holdings (Delaware), LP, a Delaware limited partnership (“Aggregator”), and the individual named on the signature page hereto (the “Investor”).
ROLLOVER AGREEMENTRollover Agreement • June 26th, 2007 • NCO Teleservices, Inc. • Services-mailing, reproduction, commercial art & photography • New York
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”).
ROLLOVER AGREEMENTRollover Agreement • November 21st, 2018 • PVKG Merger Sub, Inc. • Services-prepackaged software • Delaware
This Rollover Agreement (this “Agreement”) dated as of November 6, 2018, is made by and among PVKG Investment Holdings, Inc., a Delaware corporation (“Holdings”), and the undersigned person (collectively, the “Investors” and, each individually, an “Investor”), each a stockholder of ConvergeOne Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • October 27th, 2015 • Guo Man • Services-advertising agencies • New York
This ROLLOVER AGREEMENT (this “Agreement”) is entered into as of September 29, 2015 by and among AirMedia Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of AirMedia Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • January 17th, 2014 • Tian Edward • Services-prepackaged software • New York
ROLLOVER AGREEMENT (this “Agreement”) dated as of January 15, 2014 among Skipper Holdings Limited, a corporation formed under the laws of the Cayman Islands (“Holdco”), Skipper Limited, a corporation formed under the laws of the Cayman Islands and a wholly owned subsidiary of Holdco (“Parent”) and each of the stockholders of AsiaInfo-Linkage, Inc., a Delaware corporation (the “Company”) set forth on Schedule 1 hereto under the column titled “Rollover Shareholders” (each, a “Rollover Shareholder”, and collectively, the “Rollover Shareholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
ContractRollover Agreement • September 25th, 2013 • Benefit Overseas LTD • Services-computer programming services • New York
FORM OF ROLLOVER AGREEMENTRollover Agreement • March 26th, 2004 • Sealy Corp • Household furniture • New York
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”).
ROLLOVER AGREEMENTRollover Agreement • November 29th, 2018 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance • Delaware
This ROLLOVER AGREEMENT (this “Agreement”), dated as of November 29, 2018 by and between Evergreen Parent, L.P., a Delaware limited partnership (“Parent”), and the parties set forth on Schedule I hereto (the “Rollover Investors”). Parent and the Rollover Investors are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO THE ROLLOVER AGREEMENTRollover Agreement • May 3rd, 2021 • FBL Financial Group Inc • Life insurance
This Amendment No. 1, dated as of May 2, 2021 (this “Amendment”) to the Rollover Agreement, dated as of January 11, 2021 (the “Agreement”), is entered into by and among Farm Bureau Property & Casualty Insurance Company, an Iowa domiciled stock property and casualty insurance company (“Parent”), 5400 Merger Sub, Inc., an Iowa corporation (“Merger Sub”) and the Iowa Farm Bureau Federation (“IFBF” and, together with Parent, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
ROLLOVER AGREEMENTRollover Agreement • September 16th, 2014 • Chindex International Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of __________, 2014, by and between Healthy Harmony Holdings, L.P., a Cayman Islands limited partnership (“Parent”), and __________ (together with his or her heirs, beneficiaries, executors, successors and permitted assigns, a “Rollover Stockholder”, and together with Parent, the “parties”).
FORM OF ROLLOVER AGREEMENTRollover Agreement • January 26th, 2015 • Harman International Industries Inc /De/ • Household audio & video equipment • Delaware
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.
ROLLOVER AGREEMENTRollover Agreement • March 8th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This ROLLOVER AGREEMENT (this “Agreement”) is dated as of February 25, 2024, by and among (i) Atlas Neon Parent, Inc., a Delaware corporation (“Parent”), (ii) Atlas Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and (iii) the Persons listed on the signature pages hereto under the heading “Sponsors” (“Sponsors” and “Holders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • January 24th, 2011 • Icon Acquisition Holdings, L.P. • Cable & other pay television services • Delaware
This Rollover Agreement (this “Agreement”) dated as of January 9, 2011, by and between Icon Acquisition Holdings, L.P., a Delaware limited partnership (“Purchaser”) and Scott Flanders (the “Investor”), a stockholder of Playboy Enterprises, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • January 11th, 2021 • FBL Financial Group Inc • Life insurance • Iowa
This ROLLOVER AGREEMENT (this “Agreement”), dated as of January 11, 2021, has been made and entered into by and among 5400 Merger Sub, Inc., an Iowa corporation (“Merger Sub”), and each of the shareholders of FBL Financial Group, Inc., an Iowa corporation (the “Company”), listed on Schedule I hereto (each a “Shareholder,” and collectively, the “Shareholders”). Merger Sub and the Shareholders are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
ROLLOVER AGREEMENTRollover Agreement • March 8th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This ROLLOVER AGREEMENT (this “Agreement”) is dated as of February 25, 2024, by and among (i) Atlas Neon Parent, Inc., a Delaware corporation (“Parent”), (ii) Atlas Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (iii) the Persons listed on the signature pages hereto under the heading “Sponsors” (“Sponsors”) and (iv) the Persons listed on the signature pages hereto under the heading “Additional Rollover Holders” (“Additional Holders”, and “Holders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
AMENDMENT NO. 2 TO ROLLOVER AGREEMENTRollover Agreement • May 26th, 2011 • Chen Robert I • Measuring & controlling devices, nec
This Amendment No. 2 (this “Amendment No. 2”) to that certain Rollover Agreement, dated as of January 18, 2011, as amended (the “Rollover Agreement”), by and between RAY HOLDING CORPORATION, a Delaware corporation (the “Company”) and CHEN REVOCABLE TRUST DTD 5/8/2011 (the “Investor”), is made and entered into as of May 25, 2011 by and between the Company and the Investor. All capitalized terms that are used in this Amendment No. 2 but not defined in this Amendment No. 2 shall have the respective meanings ascribed thereto in the Rollover Agreement.
ROLLOVER AGREEMENT by and among JS ACQUISITION, LLC and THE ROLLING SHAREHOLDERS (as defined herein) Dated as of May 24, 2010Rollover Agreement • May 27th, 2010 • Emmis Communications Corp • Radio broadcasting stations • Indiana
ROLLOVER AGREEMENT, dated as of May 24, 2010 (this “Agreement”), by and among JS Acquisition, LLC, an Indiana limited liability company (“Parent”), each of the Persons set forth on Schedule I hereto and each of the Persons who execute a Joinder hereto pursuant to Section 5.15 (collectively, the “Rolling Shareholders” and each individually, a “Rolling Shareholder”).
ROLLOVER AGREEMENTRollover Agreement • August 13th, 2007 • 1 800 Contacts Inc • Retail-catalog & mail-order houses • New York
ROLLOVER AGREEMENT, dated as of August 9, 2007 (this “Agreement”), by and among ALTA PARENT CORP., a Delaware corporation (“Parent”), and the other individuals and entities named on Schedule I hereto (each a “Rollover Investor” and collectively, the “Rollover Investors” ).
