{"component": "definition", "props": {"groups": [{"snippet": "means a number of Interests that are Shares of the Company, OpCo Membership Interests or OpCo Profits Units that collectively, using the Merger Consideration applicable to such Rollover Interests, have a value equal to (i) the aggregate value of all Interests (calculated using the Merger Consideration applicable to such Interests) minus (ii) $150,000,000, rounded to the nearest Share of the Company, OpCo Membership Interest or OpCo Profits Unit, as applicable. Notwithstanding anything in the Merger Agreement to the contrary, (x) the OpCo Merger Consideration for the Membership Interests held by the Investors shall be determined without deduction of the OpCo Membership Interest Distribution Amount and (y) the OpCo Profits Units Merger Consideration for the OpCo Profits Units held by the Investors shall, for the avoidance of doubt, be determined by reference to the OpCo Merger Consideration (without deduction of the OpCo Membership Interest Distribution Amount) and taking into account any hurdle amount, catch-up hurdle amounts, catch-up adjustments or other similar adjustments as set forth in the terms of the applicable OpCo Profits Units. No later than 90 days following the date of this Agreement, PW shall designate in PW\u2019s sole discretion (on his behalf and on behalf of the other Investors) the Interests of the Investors that will comprise the Rollover Interests and their corresponding values by delivering to the Parent Entities an updated Exhibit A to specifically identify the Rollover Interests in the column titled \u201cRollover Interests\u201d. PW shall take actions reasonably within his control to cause the applicable HoldCo to (i) comply with the terms of this Rollover Agreement, and (ii) consummate the Rollover Closing pursuant to this Agreement and pursuant to the rollover agreement by and among, among others, the Parent Entities, \u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587 and the HoldCos. The rights, obligations, representations, warranties and covenants of the HoldCos under this Agreement are limited solely to the Interests for which the applicable HoldCo is the record owner and if any HoldCo is not or ceases to be a record holder of any Rollover Interests, such HoldCo shall automatically cease to be included in the definition of \u201cInvestor\u201d for the purposes of this Agreement.", "samples": [{"hash": "eSR59IamTAp", "uri": "/contracts/eSR59IamTAp#rollover-interests", "label": "Rollover Agreement (Emanuel Ariel)", "score": 33.2532501221, "published": true}, {"hash": "h1MPnRGmgqP", "uri": "/contracts/h1MPnRGmgqP#rollover-interests", "label": "Rollover Agreement (Silver Lake West HoldCo, L.P.)", "score": 33.2505149841, "published": true}], "size": 6, "snippet_links": [{"key": "number-of-interests", "type": "clause", "offset": [8, 27]}, {"key": "shares-of-the-company", "type": "definition", "offset": [37, 58]}, {"key": "profits-units", "type": "definition", 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"the-recitals", "type": "clause", "offset": [41, 53]}, {"key": "to-this-agreement", "type": "clause", "offset": [54, 71]}], "hash": "8ac3f44d77c8cd7620fefd21d41b8797", "id": 3}, {"snippet": "means an aggregate amount of Class A Units (as defined in the Parent LLC Agreement) of Parent issued to the Seller, at a price equal to $1,000 per Class A Unit, in exchange for the Contributed Shares in accordance with the terms of the Subscription Agreement.", "samples": [{"hash": "5uCjX8n0ATE", "uri": "/contracts/5uCjX8n0ATE#rollover-interests", "label": "Stock Contribution and Purchase Agreement (CNL Strategic Capital, LLC)", "score": 30.5989055634, "published": true}], "size": 1, "snippet_links": [{"key": "aggregate-amount", "type": "definition", "offset": [9, 25]}, {"key": "class-a-units", "type": "definition", "offset": [29, 42]}, {"key": "parent-llc-agreement", "type": "definition", "offset": [62, 82]}, {"key": "to-the-seller", "type": "definition", "offset": [101, 114]}, {"key": "equal-to", 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any applicable date, the Company Assumed Options issued and outstanding on the date hereof and outstanding on any applicable date and, without duplication, any Class A-3 Common Shares for which such Company Assumed Options are exercised and that are outstanding on any applicable date.", "samples": [{"hash": "6HTDlDoVpAC", "uri": "/contracts/6HTDlDoVpAC#rollover-interests", "label": "Limited Liability Company Agreement (EngageSmart, LLC)", "score": 32.6522941589, "published": true}], "size": 1, "snippet_links": [{"key": "common-shares-issued-and-outstanding", "type": "definition", "offset": [20, 56]}, {"key": "date-hereof", "type": "clause", "offset": [64, 75]}, {"key": "applicable-date", "type": "definition", "offset": [99, 114]}, {"key": "the-company", "type": "definition", "offset": [116, 127]}, {"key": "options-issued", "type": "definition", "offset": [136, 150]}, {"key": "without-duplication", "type": "clause", "offset": [230, 249]}], "hash": "d84146bac262504a61e62488842c5c40", "id": 6}, {"snippet": "means the Blocker LP Interests and LP Interests identified as \u201cRollover Interests\u201d in all of the Rollover Agreements.", "samples": [{"hash": "9tz7d2Dzqbp", "uri": "/contracts/9tz7d2Dzqbp#rollover-interests", "label": "Purchase and Sale Agreement (Nesco Holdings, Inc.)", "score": 31.9240245819, "published": true}], "size": 1, "snippet_links": [{"key": "lp-interests", "type": "definition", "offset": [18, 30]}, {"key": "rollover-agreements", "type": "clause", "offset": [97, 116]}], "hash": "cca14a23232e85845ebac17e00ec8484", "id": 7}, {"snippet": "has the meaning set forth in the recitals.", "samples": [{"hash": "bPFyrnMVndN", "uri": "/contracts/bPFyrnMVndN#rollover-interests", "label": "Equity Contribution & Purchase Agreement (Pioneer Power Solutions, Inc.)", "score": 35.8418884277, "published": true}], "size": 1, "snippet_links": [{"key": "the-recitals", "type": "clause", "offset": [29, 41]}], "hash": "e05541a00eeb1dba3509f49353d2d7e5", "id": 8}, {"snippet": "means Company Membership Interests with a value equal to the Company Common Stock Consideration Amount.", "samples": [{"hash": "a9ncRq95mke", "uri": "/contracts/a9ncRq95mke#rollover-interests", "label": "Merger Agreement (Integrated Rail & Resources Acquisition Corp)", "score": 35.6228599548, "published": true}], "size": 1, "snippet_links": [{"key": "company-membership-interests", "type": "clause", "offset": [6, 34]}, {"key": "stock-consideration-amount", "type": "definition", "offset": [76, 102]}], "hash": "f97f1b61eb94b308d1dcdd08e3ef9dc1", "id": 9}, {"snippet": "means, after giving effect to the Contribution Closing, all of the Interests.", "samples": [{"hash": "ixEZrerkPtf", "uri": "/contracts/ixEZrerkPtf#rollover-interests", "label": "Rollover Agreement (Endeavor Group Holdings, Inc.)", "score": 34.225189209, "published": true}], "size": 1, "snippet_links": [{"key": "after-giving", "type": "clause", "offset": [7, 19]}, {"key": "the-contribution-closing", "type": 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Notwithstanding anything in the Merger Agreement to the contrary, (x) the OpCo Merger Consideration for the Membership Interests held by the Investors shall be determined without deduction of the OpCo Membership Interest Distribution Amount and (y) the OpCo Profits Units Merger Consideration for the OpCo Profits Units held by the Investors shall, for the avoidance of doubt, be determined by reference to the OpCo Merger Consideration (without deduction of the OpCo Membership Interest Distribution Amount) and taking into account any hurdle amount, catch-up hurdle amounts, catch-up adjustments or other similar adjustments as set forth in the terms of the applicable OpCo Profits Units. No later than 90 days following the date of this Agreement, PW shall designate in PW\u2019s sole discretion (on his behalf and on behalf of the other Investors) the Interests of the Investors that will comprise the Rollover Interests and their corresponding values by delivering to the Parent Entities an updated Exhibit A to specifically identify the Rollover Interests in the column titled \u201cRollover Interests\u201d. PW shall take actions reasonably within his control to cause the applicable HoldCo to (i) comply with the terms of this Rollover Agreement, and (ii) consummate the Rollover Closing pursuant to this Agreement and pursuant to the rollover agreement by and among, among others, the Parent Entities, \u2587\u2587\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587 and the HoldCos. The rights, obligations, representations, warranties and covenants of the HoldCos under this Agreement are limited solely to the Interests for which the applicable HoldCo is the record owner and if any HoldCo is not or ceases to be a record holder of any Rollover Interests, such HoldCo shall automatically cease to be included in the definition of \u201cInvestor\u201d for the purposes of this Agreement.", "title": "Rollover Interests", "size": 22, "id": "rollover-interests", "examples": ["As of the date hereof and on the date of the Rollover Closing, the Investor will not be a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement, the Merger Agreement, and the organizational documents of each of the Company, OpCo, and the HoldCos) that could require, or restrict or impair the ability of, the Investor to sell, transfer, or otherwise dispose of any of the <strong>Rollover Interests</strong>.", "The rights, obligations, representations, warranties and covenants of the HoldCos under this Agreement are limited solely to the Interests for which the applicable HoldCo is the record owner and if any HoldCo is not or ceases to be a record holder of any <strong>Rollover Interests</strong>, such HoldCo shall automatically cease to be included in the definition of \u201cInvestor\u201d for the purposes of this Agreement.", "At the Rollover Closing, upon the terms and subject to the conditions of this Agreement, each Investor hereby agrees that such Investor shall be deemed to have waived any and all rights under the Merger Agreement to receive the Merger Consideration in exchange for, or in respect of, such Investor\u2019s <strong>Rollover Interests</strong>.", "At the Rollover Closing, upon the terms and subject to the conditions of this Agreement, the Investor hereby agrees that solely with respect to the <strong>Rollover Interests</strong>, the Investor shall be deemed to have waived any and all rights under the Merger Agreement to receive the Merger Consideration or the OpCo Membership Interest Distribution Amount.", "Immediately after the Effective Time, such Common Units and the <strong>Rollover Interests</strong> will constitute the only outstanding Partnership Interests of the Surviving Entity.", "The parties agree that the <strong>Rollover Interests</strong> are fully vested, earned, and non-forfeitable, and are not subject to any terms or conditions except as otherwise set forth in this Agreement and the Merger Agreement.", "As used herein, \u201c<strong>Rollover Interests</strong>\u201d shall mean a number of Interests that are Shares of the Company, OpCo Membership Interests or OpCo Profits Units that collectively, using the Merger Consideration applicable to such <strong>Rollover Interests</strong>, have a value equal to (i) the aggregate value of all Interests (calculated using the Merger Consideration applicable to such Interests) minus (ii) $150,000,000, rounded to the nearest Share of the Company, OpCo Membership Interest or OpCo Profits Unit, as applicable.", "Landlord shall not be responsible for the nonperformance of the Rules and Regulations by any tenants or occupants of the Building or other authorized users, nor shall Landlord be liable to Tenant by reason of the noncompliance with or violation of the Rules and Regulations by any other tenant or user or any of the Tenant Related Parties.", "With respect to your Equity Interests in EOC that are not designated as <strong>Rollover Interests</strong> pursuant to the terms of the Rollover Agreement, the parties hereto agree that your disposition of such Equity Interests in EOC pursuant to the Merger Agreement shall be treated as a sale by you to EGH for cash.", "The Investor acknowledges that he will not receive any cash payment for the <strong>Rollover Interests</strong> pursuant to the Transactions and that in consideration of the Investor relinquishing his right to receive Merger Consideration or the OpCo Membership Interest Distribution Amount in connection with the Transactions, such <strong>Rollover Interests</strong> shall remain issued and outstanding equity interests in the Company and/or OpCo, as applicable."], "related": [["rollover-shares", "Rollover Shares", "Rollover Shares"], ["ownership-interests", "Ownership Interests", "Ownership Interests"], ["membership-interests", "Membership Interests", "Membership Interests"], ["voting-equity-interests", "Voting Equity Interests", "Voting Equity Interests"], ["class-b-lp-units", "Class B LP Units", "Class B LP Units"]], "related_snippets": [], "updated": "2026-05-29T05:44:52+00:00"}, "json": true, "cursor": ""}}