Common use of Conditions to Rollover Clause in Contracts

Conditions to Rollover. The obligations of each Stockholder to consummate the Rollover is subject to the satisfaction (or waiver by such Stockholder in writing) of the following conditions: (i) The satisfaction, or written waiver by Parent (to the extent permitted by the Merger Agreement), of all conditions to the obligations of Parent and Merger Subs to consummate the Mergers and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver by Parent (to the extent permitted by the Merger Agreement) of such conditions), (ii) the satisfaction, or written waiver by the Company (to the extent permitted by the Merger Agreement), of all conditions to the obligations of the Company to consummate the Mergers and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Section 7.1 and Section 7.3 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver by the Company (to the extent permitted by the Merger Agreement) of such conditions), (iii) the substantially concurrent consummation of the Rollover by the other Rollover Stockholders, (iv) the substantially concurrent funding of the Equity Financing on the terms and subject to the conditions set forth in the Equity Commitment Letters and (v) the consummation of the Mergers immediately following the Rollover; (b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder in Section 6.1 through Section 6.7 of this Agreement shall be true and correct as of the Rollover Time as if made at and as of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Rollover on the terms set forth herein or (ii) be materially adverse to Parent; (c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 and Section 8.2 of this Agreement shall be true and correct as of the Rollover Time as if made at and as of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Rollover on the terms set forth herein or (ii) be materially adverse to Parent; (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 7.1 through Section 7.5 of this Agreement shall be true and correct as of the Rollover Time as if made at and as of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Rollover on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Stockholder at or prior to the Rollover Time; (f) Solely for the benefit of the Stockholder, the Company shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Rollover Time; (g) Solely for the benefit of the Stockholder, Parent shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by Parent at or prior to the Rollover Time; and (h) No Law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the Rollover.

Conditions to Rollover. The obligations of each Stockholder to consummate the Rollover is subject to the satisfaction (or waiver by such Stockholder in writing) of the following conditions: (i) The satisfaction, or written waiver by Parent (to the extent permitted by the Merger Agreement), of all conditions to the obligations of Parent and Merger Subs to consummate the Mergers and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver by Parent (to the extent permitted by the Merger Agreement) of such conditions), (ii) the satisfaction, or written waiver by the Company (to the extent permitted by the Merger Agreement), of all conditions to the obligations of the Company to consummate the Mergers and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Section 7.1 and Section 7.3 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver by the Company (to the extent permitted by the Merger Agreement) of such conditions), (iii) the substantially concurrent consummation of the Rollover by the other Rollover Stockholders, (iv) the substantially concurrent funding of the Equity Financing on the terms and subject to the conditions set forth in the Equity Commitment Letters and (v) the consummation of the Mergers immediately following the Rollover; (b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder in Section 6.1 5.1 through Section 6.7 5.7 of this Agreement shall be true and correct as of the Rollover Time as if made at and as of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Rollover on the terms set forth herein or (ii) be materially adverse to Parent; (c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 and Section 8.2 of this Agreement shall be true and correct as of the Rollover Time as if made at and as of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Rollover on the terms set forth herein or (ii) be materially adverse to Parent; (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 7.1 6.1 through Section 7.5 6.5 of this Agreement shall be true and correct as of the Rollover Time as if made at and as of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Rollover on the terms set forth herein or (ii) be materially adverse to the Stockholder; (ed) Solely for the benefit of Parent, the Stockholder shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Stockholder at or prior to the Rollover Time; (f) Solely for the benefit of the Stockholder, the Company shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Rollover Time; (ge) Solely for the benefit of the Stockholder, Parent shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by Parent at or prior to the Rollover Time; and (hf) No Law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the Rollover.

Conditions to Rollover. The obligations of each Stockholder Each Rollover Investor’s obligation to consummate effect the Rollover is subject to to, and conditioned upon (a) the execution and delivery of the Merger Agreement by Company, (b) the continued satisfaction (in full or waiver by such Stockholder in writing) of the following conditions: (i) The satisfaction, or written waiver by Parent (to the extent permitted by the Merger Agreement), of all conditions to the obligations in Sections 6.01 and 6.03 of Parent and Merger Subs to consummate the Mergers and the transactions contemplated by the Merger Agreement that are to occur on upon the date the Closing Date as set forth in is required to have occurred pursuant to Section 7.1 and Section 7.2 2.03 of the Merger Agreement (other than those conditions that by their terms nature are to be satisfied at the Closing, Closing but subject to provided such conditions are satisfied at the satisfaction Closing or written waiver waived by Parent (to at the extent permitted by the Merger Agreement) of such conditionsClosing), (ii) the satisfaction, or written waiver by the Company (to the extent permitted by the Merger Agreement), of all conditions to the obligations of the Company to consummate the Mergers and the transactions contemplated by the Merger Agreement that are to occur on the Closing Date as set forth in Section 7.1 and Section 7.3 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver by the Company (to the extent permitted by the Merger Agreement) of such conditions), (iii) the substantially concurrent consummation of the Rollover by the other Rollover Stockholders, (ivc) the substantially concurrent funding of the Equity Financing on the terms and subject to the conditions set forth in the Equity Commitment Letters and (v) the or consummation of the Mergers immediately following the Rollover; (b) Solely for the benefit of Parent, the representations and warranties made by the Stockholder in Section 6.1 through Section 6.7 of this Agreement shall be true and correct as of the Rollover Time as if made at and as of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, transactions contemplated pursuant to (i) prevent the K-Z Equity LLC Commitment Letter and (ii) the Trident Equity Commitment Letter; provided, that the failure of the condition in this clause (c) to be satisfied shall not limit Parent’s or materially impair the Company’s ability to seek to enforce the obligations of the Rollover Investors hereunder in accordance with the terms hereof if (x) Parent, or materially delay the Company, is also concurrently seeking enforcement of the K-Z LLC Equity Commitment Letter (and the contemporaneous funding thereof) and the Trident Equity Commitment Letter (and the contemporaneous funding thereof) or (y) each of K-Z LLC and Trident Pine has satisfied, or is prepared to satisfy, its obligations under the K-Z LLC Equity Commitment Letter or the Trident Equity Commitment Letter, as applicable, and (d) the contemporaneous consummation of the Rollover on the terms set forth herein or (ii) be materially adverse Closing pursuant to Parent; (c) Solely for the benefit of Parent, the representations and warranties made by the Company in Section 8.1 and Section 8.2 of this Agreement shall be true and correct as 2.03 of the Rollover Time as if made at Merger Agreement or a final, non-appealable and as binding order or judgment awarding specific performance to cause Parent to consummate the Closing pursuant to Sections 8.06(c) and 8.06(d) of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Rollover on the terms set forth herein or (ii) be materially adverse to Parent; (d) Solely for the benefit of the Stockholder, the representations and warranties made by Parent in Section 7.1 through Section 7.5 of this Agreement shall be true and correct as of the Rollover Time as if made at and as of the Rollover Time, except for such failures to be true and correct as would not reasonably be expected, individually or in the aggregate, to (i) prevent or materially impair or materially delay the consummation of the Rollover on the terms set forth herein or (ii) be materially adverse to the Stockholder; (e) Solely for the benefit of Parent, the Stockholder shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Stockholder at or prior to the Rollover Time; (f) Solely for the benefit of the Stockholder, the Company shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by the Company at or prior to the Rollover Time; (g) Solely for the benefit of the Stockholder, Parent shall have performed and complied in all material respects with the covenants, obligations and conditions of this Agreement required to be performed and complied with by Parent at or prior to the Rollover Time; and (h) No Law enacted, entered, promulgated, enforced or issued by any Governmental Authority shall be in effect preventing the consummation of, or otherwise making illegal, the RolloverMerger Agreement.