Rollover Equity. (a) Executive shall roll over all of his shares of Company Common Stock (as defined in the Merger Agreement) and all of his Options (as defined in the Merger Agreement) into shares of New Company Common Stock (as defined in the Merger Agreement) and Retained Options (such rolled New Company Common Stock and Retained Options, the "Rollover Equity"), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options. Beginning in 2004, Executive shall be permitted to "put" the shares of New Company Common Stock and Retained Options that comprise the Rollover Equity to the Company each year if (i) 100% of each Performance Objective for the immediately preceding fiscal year has been satisfied and (ii) the agreements governing the indebtedness of the Company permit the repurchase of such Rollover Equity. The put right contemplated hereby shall be applicable to the Rollover Equity only.
Rollover Equity. Upon the Effective Time, Executive’s Company Stock Options and Company RSU Awards (as such terms are defined in the Merger Agreement) shall be converted into equivalent Holdco equity awards (collectively, the “Converted Awards”) in accordance with the terms and conditions set forth in Section 1.8 of the Merger Agreement, except that Executive agrees that the definition of “Constructive Termination” included in the award agreements applicable to the Converted Awards shall be replaced in its entirety, effective as of the Effective Time, with the definition of “Good Reason” set forth in Section 3(d)(ii).
Rollover Equity. Purchaser has provided to Seller all documents, agreements, due diligence and disclosure materials that Purchaser has provided or made available to any shareholders or subscribers that purchased shares of Purchaser’s common stock pursuant to subscription agreements with the Purchaser on or prior to the Closing Date.
Rollover Equity. (a) Executive shall roll over all of his Options (as defined in the Merger Agreement) into Retained Options (as defined in the Merger Agreement), and such Retained Options shall be 100% vested and exercisable as of the Closing Date and shall have substantially the same terms and conditions as the Options.
Rollover Equity. (a) Stayton shall have the right to elect to receive a portion of the Cash/Equity Portion of the Purchase Price in the form of an issuance to the Rollover Member of a membership interest in Purchaser or an affiliate of Purchaser designated by Purchaser, which indirectly, acquires title to the Properties. Stayton must exercise such election (the "Rollover Equity Election") by delivering to Purchaser a written notice stating the value of the interests in Purchaser which it has elected to receive (the "Rollover Equity Amount") no later than 10 days following the date that the Court approves the Reorganization Plan. Except as expressly provided in Section 2.6(c) below, the Rollover Equity Amount shall not exceed $25,000,000 or be less than $10,000,000.
Rollover Equity. Restricted Stock At the closing of the proposed acquisition (the “Closing”), the unvested restricted stock issued to Executives by the Company in 2005 and any vested restricted stock exchanged in order to satisfy the Rollover Amount (collectively, the “Restricted Stock”) will be appropriately adjusted as a result of the recapitalization of the Company and will remain outstanding and subject to the applicable terms and conditions set forth in the documents evidencing the award of the Restricted Stock by the Company and the applicable terms and conditions set forth in this document.
Rollover Equity. Upon the Effective Time, Employee’s Former Awards will be rolled over into Rollover Awards, and the “Good Reason” definition under Employee’s Former Awards and all related rights are waived in their entirety and replaced in the Rollover Awards with the “Good Reason” definition set forth in Section 1 of this Agreement. To the extent that any award agreement with respect to any of Employee’s Rollover Awards provides for accelerated vesting or other payment or benefits upon a termination of employment (other than due to death), such acceleration, payment or benefit is subject to Employee executing, delivering and not revoking a general release acceptable to Cigna.
Rollover Equity. At the Effective Time, the Executive shall retain and/or purchase, a number of shares of the Company’s common stock with a Fair Market Value equal to 50% of the after-tax value of the amounts received by the Executive with respect to the Executive’s Company Options, Restricted Shares, Restricted Stock Units and Performance Stock Units, in each case, outstanding immediately prior to the Effective Time, pursuant to Section 2.3 of the Merger Agreement (the “Equity Amount”); and 50 percent of such shares shall be retained by the Executive until the first anniversary of the Effective Time and the remainder of such shares shall be retained until the second anniversary of the Effective Time, notwithstanding, for the avoidance of doubt, any earlier termination of the Executive’s employment. The Executive represents and warrants that the Executive did not exercise any Company Options during the period from the date that this Amendment was executed until and including the Effective Date.”
Rollover Equity. The Executive owns certain restricted stock awards and Company stock issued to the Executive in connection with the Company’s acquisition of Lansing, as further described on Appendix A. Notwithstanding any other provision of this Agreement, upon termination of the Executive’s employment by the Company for any reason other than for Cause, any unvested restricted stock awards described on Appendix A shall automatically vest, and any transfer restrictions on the restricted stock awards and Company stock described on Appendix A shall automatically lapse, without any further action by the Company or the Executive. For further clarity, the parties acknowledge that prior to the acquisition by the Company of Lansing Trade Group LLC, the Executive had been issued certain restricted membership units and membership unit rights from Lansing Trade Group LLC, and was entitled to additional such units for 2018 service, which normally would be issued in March 2019. The right under those plans (including the expected plan for 2018 service) to receive those units will be converted to the right to receive restricted common shares of the Company pursuant to a Company Restricted Share Award agreement to be provided in connection with such acquisition. While the general form of such Company Restricted Share Award agreement will be in the form of the Company’s equity incentive plan documents, the Company agrees that the material terms thereof will reflect the material terms and conditions of Executive’s prior membership unit plans, including “single trigger” vesting rights. For future service to the Company, as provided in Section 6, the Executive will receive Company Restricted Share Award agreements that have the same terms and conditions as the Company provides to its eligible executives generally, including “double trigger” vesting rights.
Rollover Equity. Buyer shall issue to Seller 6,000 Class D Interests in Circle 8 Holdco LLC (“Holdco”), the sole owner of the equity interests of Buyer, representing a profits interest of six percent (6%) of all proceeds payable to the holders of Class A Units and Class D Units above the profits interest threshold amount as of Closing.
