[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-rollover-agreement-many-value-provision-options-D908":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"ROLLOVER AGREEMENT This Rollover Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor represents that there are [SPECIFY] common shares issued and outstanding in the capital stock of [COMPANY NAME] (the \"Corporation\"), a corporation incorporated under the [YOUR COUNTRY LAW] of [NUMBER], and that the Vendor is the owner of [NUMBER] Class A shares (the \"Shares\"); [A. To be used where value has not been determined as of date of sale] WHEREAS [NUMBER], chartered accountants, have undertaken to determine the fair market value of the Shares and to provide a written evaluation report within a reasonable delay (the \"Valuation Report\"); OR [B. To be used where a valuation report has been obtained] WHEREAS [NUMBER], chartered accountants, by letter dated [DATE], a copy of which is attached hereto, have determined that the fair market value of the Shares is [AMOUNT] or [AMOUNT] per share; OR [C. To be used where parties have determined FMV] WHEREAS the parties hereto have determined that the fair market value of the Shares is [AMOUNT] or [AMOUNT] per share; WHEREAS the Shares have an aggregate stated capital of [NUMBER]; WHEREAS the Purchaser desires to purchase and the Vendor desires to sell the Shares; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES SOLD AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Vendor hereby sells the Shares to the Purchaser, hereto present and accepting, and delivers to the Purchaser certificates representing the Shares duly endorsed to the Purchaser for transfer. [A. To be used where value has not been determined as of date of sale] The aggregate purchase price for the Shares is the amount determined in the Valuation Report to be the fair market value of the Shares (the \"Purchase Price\") payable as set forth at Article [NUMBER] hereof. OR [B. To be used where a valuation report has been obtained] The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\"), which, based on the aforementioned evaluation, the parties consider to be the fair market value of the Shares, payable as set forth at Article [NUMBER] hereof. OR [C. To be used where parties have determined FMV] The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\"), which the parties consider to be the fair market value of the Shares, payable as set forth as Article [NUMBER] hereof. The Purchase Price for the Shares may be adjusted as provided in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE The Vendor acknowledges that he has received certificates representing [NUMBER] common shares (the \"Common Shares\") of the Purchaser in full payment of the Purchase Price. The parties hereto determine that the Common Shares have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. VENDOR'S REPRESENTATIONS AND WARRANTIES The Vendor represents and warrants to the Purchaser that: the Corporation is incorporated under the [YOUR COUNTRY LAW] of [NUMBER] and is duly organized and validly existing thereunder; the Shares are owned by the Vendor by good and marketable title; the Shares have been duly issued and are outstanding as fully paid and non-assessable shares; the Vendor is a resident of [COUNTRY] for the purposes of the Income Tax Act ([COUNTRY]) (the \"Federal Act\") and the Taxation Act ([STATE/PROVINCE]) (the \"[STATE/PROVINCE] Act\"); the sale and delivery of the Shares as provided for in this Agreement shall not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both, constitutes a breach of or default under the Corporation's articles or by-laws or under any agreement, instrument, order, judgment or decree to which the Vendor or the Corporation is subject; and this Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting enforceability of creditors' rights. PURCHASER'S REPRESENTATIONS AND WARRANTIES The Purchaser represents and warrants to the Vendor that: the Purchaser is a corporation incorporated under the laws of [SPECIFY] and is duly organized and validly existing thereunder; all necessary corporate action and proceedings have been taken to permit the execution of this Agreement. No approval or consent of any public or private authority is required to enter into this Agreement or to consummate the transaction provided for herein; the aforementioned actions do not conflict with or result in or cause the occurrence so an event or condition which, immediately or after notice or lapse of time or both constitutes a breach of or default under the articles or by-laws of the Purchaser or under any agreement, instrument, order, judgment or decree to which the Purchaser is subject; the Common Shares have been validly allotted and issued and are registered in the name of the Vendor; the Purchaser is a taxable [COUNTRY] corporation within the meaning of the Federal Act and the [STATE/PROVINCE] Act; and this Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting enforceability of creditors' rights. STATED CAPITAL ACCOUNT AND CONTRIBUTED SURPLUS ACCOUNT [A. Paragraphs 5.1 and 5.2 to be used where the Vendor is an individual.] The Vendor and the Purchaser agree that the Purchaser shall, in accordance with [Subsection 26(1.2) of the [COUNTRY] Business Corporations [ACT/LAW/RULE], add [AMOUNT] to its stated capital account in respect of the Common Shares, being an amount equal to the greater of (i) the paid-up capital of the Shares for the purposes of the Federal Act and the [STATE/PROVINCE] Act, immediately before the purchase and sale of the Shares pursuant to this Agreement; and (ii) the adjusted cost base to the Vendor of the Shares for the purposes of [SPECIFY] of the Federal Act (or, where such amount is less, the adjusted cost base of the Shares as determined under the equivalent provisions of the [STATE/PROVINCE] Act) immediately before the purchase and sale of the Shares pursuant to this Agreement. The difference, if any, between the Purchase Price and the amount added to the stated capital account in respect of the Common Shares shall be added to the contributed surplus account of the Purchaser in respect of the Common Shares. In the event that the greater of the amounts referred to in subparagraph 5",null,"Rollover Agreement Many Value Provision Options","6",71,"doc","https://templates.business-in-a-box.com/imgs/1000px/rollover-agreement_many-value-provision-options-D908.png","https://templates.business-in-a-box.com/imgs/250px/908.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#908.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"rollover agreement many value provision options","Rollover Agreement Many Value Provision Options Template","https://templates.business-in-a-box.com/imgs/400px/908.png","https://templates.business-in-a-box.com/imgs/600px/908.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Equity & Mergers","/templates/equity-and-mergers/",[35,39,43,47,51,55,59,63,67,71,75,79,83,101,115,131,147,162],{"label":36,"url":37,"thumb":38,"extension":10},"Forbearance Agreement With Release Provision","/template/forbearance-agreement-with-release-provision-D878","https://templates.business-in-a-box.com/imgs/250px/878.png",{"label":40,"url":41,"thumb":42,"extension":10},"Rollover Agreement Values Shares with Adjustment Clause","/template/rollover-agreement-values-shares-with-adjustment-clause-D910","https://templates.business-in-a-box.com/imgs/250px/910.png",{"label":44,"url":45,"thumb":46,"extension":10},"Rollover Agreement Values Assets with Surplus Account","/template/rollover-agreement-values-assets-with-surplus-account-D909","https://templates.business-in-a-box.com/imgs/250px/909.png",{"label":48,"url":49,"thumb":50,"extension":10},"Rollover Agreement Values Shares with Election Clause","/template/rollover-agreement-values-shares-with-election-clause-D911","https://templates.business-in-a-box.com/imgs/250px/911.png",{"label":52,"url":53,"thumb":54,"extension":10},"Value Chain Analysis","/template/value-chain-analysis-D13861","https://templates.business-in-a-box.com/imgs/250px/13861.png",{"label":56,"url":57,"thumb":58,"extension":10},"Value Proposition Worksheet","/template/value-proposition-worksheet-D13192","https://templates.business-in-a-box.com/imgs/250px/13192.png",{"label":60,"url":61,"thumb":62,"extension":10},"Board Resolution Approving Grant of Options","/template/board-resolution-approving-grant-of-options-D44","https://templates.business-in-a-box.com/imgs/250px/44.png",{"label":64,"url":65,"thumb":66,"extension":10},"Understanding Value Chain Analysis","/template/understanding-value-chain-analysis-D12985","https://templates.business-in-a-box.com/imgs/250px/12985.png",{"label":68,"url":69,"thumb":70,"extension":10},"Proposal of Determination of the Fair Market Value of Share","/template/proposal-of-determination-of-the-fair-market-value-of-share-D337","https://templates.business-in-a-box.com/imgs/250px/337.png",{"label":72,"url":73,"thumb":74,"extension":10},"Assessing the Support Activities in the Value Chain","/template/assessing-the-support-activities-in-the-value-chain-D123","https://templates.business-in-a-box.com/imgs/250px/123.png",{"label":76,"url":77,"thumb":78,"extension":10},"Assessing the Primary Activities in the Value Chain","/template/assessing-the-primary-activities-in-the-value-chain-D122","https://templates.business-in-a-box.com/imgs/250px/122.png",{"label":80,"url":81,"thumb":82,"extension":10},"How To Increase Your Average Order Value","/template/how-to-increase-your-average-order-value-D12975","https://templates.business-in-a-box.com/imgs/250px/12975.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":99,"url":100},"STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASER NAME] (the \"Purchaser\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of the Company, a [STATE/PROVINCE] company, which Company has issued capital stock of [NUMBER] shares of [AMOUNT] par value common stock; and WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Company's Stock aforementioned, it is hereby agreed as follows: PURCHASE AND SALE Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Company's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Company's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (\"Closing\"), shall be held at [ADDRESS], on [DATE], at [TIME], or such other place, date and time as the parties hereto may otherwise agree. AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit \"A\" attached hereto and made a part hereof. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby warrants and represents: Organization and Standing. Company is a company duly organized, validly existing and in good standing under the laws of the [State/Province] of [STATE/PROVINCE] and has the corporate power and authority to carry on its business as it is now being conducted. Restrictions on Stock:","Stock Purchase Agreement","4",42,"https://templates.business-in-a-box.com/imgs/1000px/stock-purchase-agreement-D349.png","https://templates.business-in-a-box.com/imgs/250px/349.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#349.xml",{"title":6,"description":6},[93,96],{"label":94,"url":95},"Finance & Accounting","finance-accounting",{"label":97,"url":98},"Buy & Sell Shares","buy-sell-shares","stock purchase agreement","/template/stock-purchase-agreement-D349",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":113,"url":114},"EARNOUT CLAUSES This Earnout Clauses (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] 1. INTERPRETATION 1.1 \"Earnout Amount\" has the meaning ascribed to it in Section 2.2 hereof; 1.2 \"Earnout Period\" means the [NUMBER] year period commencing [DATE]; 1.3 \"Earnout Year\" means the [NUMBER] month period commencing on the first day of the Earnout Period and each [NUMBER] month period thereafter during the Earnout Period. 2. PURCHASE AND SALE OF SHARES 2.1 Purchaser agrees to purchase the Shares and Vendor agrees to sell and transfer the Shares to Purchaser as provided in this Agreement. 2.2 Purchase Price As consideration for the Shares, Purchaser shall pay to Vendor (the \"Purchase Price\"): (i) [AMOUNT] plus (ii) an amount (the \"Earnout Amount\") in respect of each Earnout Year equal to the amount by which [%] of the Company's Revenues during such Earnout Year exceeds any Mutual Fund Fee Shortfall for such Earnout Year provided however that the Earnout Amount for each Earnout Year shall not be less than [AMOUNT]. 2.3 Payment of Purchase Price (a) on Closing, Purchaser shall pay [AMOUNT] to Vendor; no later than [NUMBER] days after the end of the first Earnout Year, Purchaser shall pay to Vendor the Earnout Amount estimated by the Company to be payable with respect to such first Earnout Year; and (c) commencing with the second Earnout Year, Purchaser shall pay to Vendor Earnout Amounts for the balance of the Earnout Period calculated quarterly based on quarterly results of the Company and paid in arrears not more than [NUMBER] days after the end of each quarter, subject to the yearly adjustments provided in Section 2.4. 2.4 Yearly Adjustments Within [NUMBER] days following the end of each Earnout Year, the Company shall deliver to Vendor a statement, certified by the Company's auditors as to its accuracy, setting forth, in such detail as Vendor may reasonably require, a computation of the Earnout Amount for such Earnout Year based on audited financial statements of the Company and appropriate adjustments shall be made for any overpayment or underpayment of the aggregate Earnout Amounts previously paid in respect of such Earnout Year at the time of the next quarterly payment under Section 2.3 (c) and in respect of the last Earnout Year, within [NUMBER] after delivery of the last annual certificate of the Company's auditor delivered pursuant to this Section 2.4. The Company shall permit the Vendor to have reasonable access to its books and records for the purpose of permitting the Vendor's independent verification of such statements, and the Parties shall act in good faith to resolve any discrepancy. 2.5 Closing Net Book Value Vendor agrees that at the Closing Time, the Net Book Value of the Company shall be [AMOUNT]. Immediately prior to the Closing Date: (i) Vendor shall cause the Company to repay all indebtedness then owing (other than any notes issued in payment of the dividend or dividends referred to in Section 2","Earnout Clauses Agreement","3",46,"https://templates.business-in-a-box.com/imgs/1000px/earnout-clauses-agreement-D329.png","https://templates.business-in-a-box.com/imgs/250px/329.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#329.xml",{"title":103,"description":6},[111,112],{"label":94,"url":95},{"label":97,"url":98},"earnout clauses agreement","/template/earnout-clauses-agreement-D329",{"description":116,"descriptionCustom":6,"label":117,"pages":104,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":130},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":123,"description":6},"non disclosure agreement nda",[125,127],{"label":17,"url":126},"business-legal-agreements",{"label":128,"url":129},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":145,"url":146},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[141,142],{"label":17,"url":126},{"label":143,"url":144},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":118,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":161},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":155,"description":6},"shareholders agreement",[157,158],{"label":17,"url":126},{"label":159,"url":160},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":118,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":174,"url":175},"Letter of Intent [INSERT DATE] [INSERT ADDRESSEE NAME] [INSERT FULL LEGAL NAME] [INSERT FULL ADRESS] Letter of intent relating to [INSERT SUBJECT] Dear [CONTACT NAME] This letter of intent (LOI) summarises the agreed in principle terms of a proposed [INSERT BRIEF OVERVIEW OF NATURE OF PROPOSED RELATIONSHIP]. This LOI is not legally binding except for the terms stated in part D. There will be no obligation related to the proposed [INSERT BRIEF NAME OF PROPOSED RELATIONSHIP] until a binding formal agreement is signed by the parties. Part A - background (non-binding) [INSERT BRIEF DESCRIPTION OF EACH PARTY]. [INSERT A BRIEF DESCRIPTION OF WHY THE PARTIES WIST TO WORK TOGETHER]. Part B - in-principle terms (non-binding) [INSERT A DETAILED DESCRIPTION OF WHAT THE PARTIES HAVE AGREED]. [INSERT EVERY ASUMPTION ON WHICH THE TERMS ARE BASED]. Part C - next steps (non-binding) [INSERT DETAILED NEXT STEPS (EX: DUE DILIGENCE, CONDITIONS, REGULATORY APPROVALS)] OR [THE PARTIES WILL CONTINUE TO DISCUSS IN GOOD FAITH AND AGREE THE MORE DETAILED ARRANGEMENTS ON WHICH THEY WILL WORK TOGETHER, WITH THE INTENTION TO ENTER INTO A FORMAL WRITTEN AGREEMENT BY [INSERT DATE]]. Part D - legally binding terms ","Letter Of Intent","2","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-D12655.png","https://templates.business-in-a-box.com/imgs/250px/12655.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12655.xml",{"title":170,"description":6},"letter of intent",[172,173],{"label":17,"url":126},{"label":17,"url":126},"letter intent","/template/letter-of-intent-D12655",false,{"seo":178,"reviewer":192,"legal_disclaimer":191,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":254,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":508,"classification":509},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182,"family":181,"is_canonical":191},"Free Rollover Agreement Template – Word & PDF","Free rollover agreement template with multiple value provision options. Trusted by companies in USA, Canada, UK, Australia, and 190+ countries.","rollover agreement template",[183,184,185,186,187,188,189,190],"rollover agreement","equity rollover agreement template","rollover contribution agreement","seller rollover agreement","rollover equity agreement word","M&A rollover agreement template","management rollover agreement","free rollover agreement template",true,{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":197,"legal_review_recommended":191,"signature_required":191,"notarization_required":176},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Rollover Agreement is a legally binding contract used in mergers, acquisitions, and private equity transactions in which a selling shareholder or key employee agrees to reinvest a portion of their sale proceeds into the acquiring or successor entity rather than receiving full cash consideration at closing. This template is a free Word download with multiple value provision options — covering equity percentage rollover, fixed-dollar reinvestment, deferred consideration, and hybrid structures — which you can edit online and export as PDF for execution alongside your primary purchase agreement.\n","Use it in any transaction where the buyer requires the seller or management team to retain an economic stake in the go-forward business — typically a private equity buyout, management buyout, recapitalization, or strategic acquisition with an earnout component. It is executed at or before the closing of the main purchase agreement.\n","Parties and transaction recitals, rollover value provisions with selectable structures, representations and warranties of the rolling seller, tax treatment elections and covenants, equity interest terms in the acquiring entity, transfer restrictions, tag-along and drag-along rights, governance participation rights, and termination and forfeiture conditions.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Private equity sponsors","Requiring target company owners to roll equity as alignment in a buyout","persona-investor",{"title":208,"use_case":209,"icon_asset_id":210},"Selling business owners","Documenting the terms of their reinvested stake in the successor entity","persona-small-business-owner",{"title":212,"use_case":213,"icon_asset_id":214},"M&A attorneys","Drafting or reviewing rollover terms alongside a purchase and sale agreement","persona-ma-attorney",{"title":216,"use_case":217,"icon_asset_id":218},"Management buyout teams","Formalizing management's retained equity stake at the time of a buyout","persona-ceo",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate development directors","Structuring seller rollover as part of a strategic acquisition close","persona-operations-director",{"title":224,"use_case":225,"icon_asset_id":226},"Investment bankers and M&A advisors","Modeling and documenting rollover value options for clients in a sale process","persona-startup-founder",[228,232,235,239,243,247,250],{"situation":229,"recommended_template":230,"slug":231},"Seller reinvests a fixed percentage of gross sale proceeds","Rollover Agreement — Percentage of Proceeds","",{"situation":233,"recommended_template":234,"slug":231},"Seller reinvests a fixed dollar amount regardless of total consideration","Rollover Agreement — Fixed Dollar Value",{"situation":236,"recommended_template":237,"slug":238},"Management team retains equity under a new incentive plan post-closing","Management Equity Incentive Agreement","equity-incentive-plan-D13224",{"situation":240,"recommended_template":241,"slug":242},"Seller defers a portion of consideration contingent on future performance","Earnout Agreement","earnout-clauses-agreement-D329",{"situation":244,"recommended_template":245,"slug":246},"Seller contributes equity into a holding company at closing","Equity Contribution Agreement","shared-equity-agreement-D12875",{"situation":248,"recommended_template":85,"slug":249},"Full acquisition with no retained seller equity","stock-purchase-agreement-D349",{"situation":251,"recommended_template":252,"slug":253},"Partial recapitalization where existing owners retain majority control","Recapitalization Agreement","recapitalization-agreement-D13032",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Rollover Equity","The portion of a seller's sale proceeds that is reinvested as an ownership stake in the acquiring or successor entity rather than received as cash at closing.",{"term":259,"definition":260},"Rollover Value","The agreed dollar amount or percentage of total transaction consideration that the rolling seller contributes back into the new entity.",{"term":262,"definition":263},"Newco","A newly formed entity — typically an LLC or holding company — created by the buyer to consummate the acquisition and into which rollover equity is contributed.",{"term":265,"definition":266},"Promote (Carried Interest)","The disproportionate share of upside profits allocated to the private equity sponsor above a preferred return threshold, which affects how rollover proceeds are ultimately distributed.",{"term":268,"definition":269},"Tag-Along Right","A contractual right allowing a minority rollover holder to sell their stake on the same terms as the majority holder in any future sale transaction.",{"term":271,"definition":272},"Drag-Along Right","A right granted to the majority holder to compel minority rollover holders to sell their stake in a qualifying exit transaction on the same terms.",{"term":274,"definition":275},"Transfer Restriction","A contractual prohibition — typically a lock-up period — preventing a rollover holder from selling, pledging, or assigning their equity interest without prior written consent.",{"term":277,"definition":278},"Tax-Free Rollover Election","A structural choice under IRC Section 721 or Section 351 allowing a seller to contribute equity to a partnership or corporation without recognizing taxable gain at the time of contribution.",{"term":280,"definition":281},"Preferred Return","A minimum annual return threshold — typically 6–8% — that limited partners or rollover holders receive before profits are split with the sponsor.",{"term":283,"definition":284},"Forfeiture Provision","A clause under which a rollover holder forfeits some or all of their equity interest upon voluntary resignation, termination for cause, or breach of a restrictive covenant.",{"term":286,"definition":287},"Anti-Dilution Protection","A provision protecting a rollover holder from having their ownership percentage reduced below a floor in future financing rounds without consent or proportionate adjustment.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties, recitals, and defined terms","Identifies the acquiring entity (Newco or buyer), the rolling seller, and the target company; recites the broader transaction context; and defines key terms used throughout the agreement.","This Rollover Agreement ('Agreement') is entered into as of [DATE] by and among [NEWCO LEGAL NAME] ('Buyer'), [SELLER LEGAL NAME] ('Seller'), and [TARGET COMPANY NAME] ('Company'). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement dated [DATE].","Defining 'Rollover Value' inconsistently with how it appears in the main purchase agreement — courts resolve conflicts against the drafter, which can alter the economics the parties intended.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Rollover value provision and election","States the specific value structure chosen — percentage of proceeds, fixed dollar amount, or hybrid — and the mechanics by which the seller's rollover contribution is calculated, applied, and acknowledged at closing.","Seller hereby agrees to roll over [X]% of the gross Closing Consideration (the 'Rollover Amount'), equal to approximately $[DOLLAR AMOUNT], by contributing such amount to Buyer in exchange for [CLASS] Units of Buyer as set out in Schedule A. [ALTERNATIVE: Seller agrees to roll over a fixed amount of $[DOLLAR AMOUNT] regardless of the total Closing Consideration.]","Failing to specify whether the rollover percentage is applied before or after escrow holdbacks, working capital adjustments, and transaction expenses — each basis produces a materially different dollar figure.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Issuance of equity interests in the acquiring entity","Specifies the class, number, and economic terms of the equity units issued to the seller in exchange for the rollover contribution, and how that interest relates to the overall cap table of the acquiring entity.","In consideration of the Rollover Amount, Buyer shall issue to Seller [NUMBER] Class [B / Common] Units, representing [X]% of the outstanding Units of Buyer on a fully diluted basis immediately following Closing, subject to the terms of the LLC Agreement attached as Exhibit [A].","Stating the rollover holder's ownership percentage without specifying 'fully diluted basis' — this overstates the actual economic ownership once option pools and warrants are accounted for.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Representations and warranties of the rolling seller","Records the seller's factual representations regarding ownership of the contributed interest, authority to enter the agreement, no encumbrances, and awareness of investment risk.","Seller represents and warrants that: (a) Seller has full legal capacity and authority to execute this Agreement; (b) the Contributed Interest is free and clear of all liens, pledges, and encumbrances; (c) Seller is an 'accredited investor' within the meaning of Rule 501(a) of Regulation D; and (d) Seller is aware that the Units are not registered under the Securities Act and are subject to transfer restrictions.","Omitting the accredited investor representation when the buyer is a private fund. Issuing unregistered securities to a non-accredited investor exposes the buyer to rescission rights and potential securities law liability.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Tax treatment and covenants","Addresses whether the rollover is structured as a tax-deferred contribution and what the parties must do — or avoid doing — to preserve the intended tax treatment.","The parties intend that the contribution of the Rollover Amount shall qualify as a tax-free contribution under Section 721 of the Internal Revenue Code (or Section 351, as applicable). Seller covenants not to take any action, and Buyer covenants to maintain the entity classification necessary, to prevent such treatment through the [X]-year period following Closing.","Including tax deferral language without confirming the chosen entity structure (partnership vs. corporation) actually supports the cited IRC provision — a mismatch triggers immediate gain recognition.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Transfer restrictions and lock-up period","Prohibits the rollover holder from selling, transferring, pledging, or otherwise disposing of their equity interest for a defined period, with limited exceptions for permitted transfers to affiliates or estate-planning vehicles.","Seller shall not Transfer any Units prior to the earlier of (a) [X] years following the Closing Date and (b) a Qualifying Exit Event, without the prior written consent of Buyer, which may be withheld in Buyer's sole discretion. Permitted Transfers to Seller's Affiliates shall not require consent provided Seller provides 10 days' prior written notice.","No definition of 'Transfer' that covers pledges and indirect transfers through entity restructurings — sellers have circumvented transfer restrictions by contributing units to a holding company and then selling the holding company.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Tag-along and drag-along rights","Gives the rollover holder the right to participate in any majority sale on the same terms (tag-along) and obligates the rollover holder to sell their interest in a qualifying exit transaction directed by the majority (drag-along).","Tag-Along: If Buyer proposes to Transfer more than [50]% of its outstanding Units to a third party, Seller shall have the right to include a pro rata portion of Seller's Units in such Transfer on the same price and terms. Drag-Along: Upon a Drag-Along Sale approved by holders of at least [X]% of the outstanding Units, Seller shall be required to Transfer all of Seller's Units on the same terms.","Setting the drag-along threshold so low (e.g., simple majority) that the rollover holder can be forced into an exit at a price that may not reflect negotiated downside protections.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Forfeiture and vesting schedule","Sets out the conditions under which the rollover equity vests over time and the circumstances — resignation, termination for cause, covenant breach — that trigger partial or full forfeiture.","Seller's Units shall vest [25]% on each anniversary of the Closing Date, subject to Seller's continued service. Upon termination of Seller's service for Cause, all unvested Units shall be forfeited without consideration. Upon termination without Cause, all unvested Units shall accelerate and vest as of the termination date.","Applying a vesting schedule to units that the seller contributed with after-tax rollover proceeds — economic and tax arguments support treating contributed equity as purchased rather than compensatory, and vesting terms that contradict this expose the buyer to payroll tax reclassification.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governance and information rights","Defines the rollover holder's rights to board or advisory committee observation, voting on major decisions, and access to periodic financial information about the acquiring entity.","Seller shall be entitled to receive quarterly unaudited financial statements of Buyer within [45] days following each quarter end. Seller shall have the right to attend, as a non-voting observer, all meetings of the Board of Managers of Buyer, subject to recusal on matters creating a conflict of interest.","Granting rollover holders board observation rights without a corresponding confidentiality obligation — observers receive the same sensitive information as voting members but may not be bound by existing director confidentiality duties.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Termination, amendment, and governing law","States the conditions under which the agreement terminates (e.g., if the main purchase agreement is terminated), the amendment procedure, and the governing jurisdiction and dispute resolution mechanism.","This Agreement shall automatically terminate and be of no further force or effect if the Purchase Agreement is terminated in accordance with its terms prior to Closing. This Agreement may be amended only by a written instrument signed by all parties. This Agreement shall be governed by the laws of the State of [DELAWARE / STATE], without regard to conflicts-of-law principles.","Omitting automatic termination on purchase agreement termination — standalone rollover agreements have been held to survive the collapse of the main deal, requiring a separate unwinding negotiation.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify all parties and reference the main purchase agreement","Enter the full legal names of the acquiring entity (Newco), the rolling seller, and the target company. Cross-reference the date and title of the underlying purchase agreement so defined terms are incorporated by reference.","Use exactly the same party names as the purchase agreement — any discrepancy between the two documents creates ambiguity that courts resolve against the drafter.",{"step":346,"title":347,"description":348,"tip":349},2,"Select and complete the rollover value provision","Choose the rollover structure that matches your deal: fixed percentage of gross proceeds, fixed dollar amount, or a hybrid tied to performance thresholds. Enter the agreed percentage or dollar figure and confirm the calculation basis — pre- or post-adjustment.","Walk through three deal scenarios (base, upside, downside) with the chosen formula before finalizing. Percentage-of-proceeds structures can produce very different dollar figures than either party expects at higher valuations.",{"step":351,"title":352,"description":353,"tip":354},3,"Define the equity interest issued to the rolling seller","Specify the class of units or shares, the number issued, the implied per-unit price, and the seller's resulting ownership percentage on a fully diluted basis. Attach the LLC Agreement or shareholder agreement as an exhibit.","State the fully diluted percentage explicitly — ambiguity about whether management option pools are included before or after issuance has been a source of litigation in private equity transactions.",{"step":356,"title":357,"description":358,"tip":359},4,"Complete the representations and warranties block","Confirm the seller's authority and ownership, absence of encumbrances on the contributed interest, accredited investor status, and awareness of transfer restrictions. Tailor each representation to the specific facts.","If the seller is an entity rather than an individual, add entity-specific representations: due organization, authorization by governing body, and no conflicts with constituent documents.",{"step":361,"title":362,"description":363,"tip":364},5,"Elect and document the tax treatment","Determine whether the rollover will be treated as tax-deferred under IRC §721 (partnership) or §351 (corporation) and include the corresponding covenants. Confirm the acquiring entity's tax classification supports the election.","Have a tax advisor confirm the election in writing before execution — a rollover structured as tax-deferred that fails the requirements can trigger an unexpected gain recognition event for the seller.",{"step":366,"title":367,"description":368,"tip":369},6,"Set transfer restrictions, vesting, and forfeiture terms","Enter the lock-up period, list permitted transfer exceptions, define the vesting schedule with cliff and annual increments, and specify the forfeiture triggers and treatment of unvested units on each termination scenario.","Align the vesting schedule with the holding period the private equity sponsor projects for the investment — a 4-year vesting schedule on a 3-year fund cycle misaligns incentives.",{"step":371,"title":372,"description":373,"tip":374},7,"Confirm tag-along and drag-along thresholds","Set the ownership threshold that triggers drag-along obligations and the transfer size that activates tag-along rights. Confirm these figures are consistent with the LLC Agreement or shareholder agreement governing the acquiring entity.","Test the drag-along threshold against the sponsor's actual ownership position — a threshold the sponsor never reaches is commercially meaningless.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute alongside the main purchase agreement","Both parties must sign before or simultaneously with the closing of the main purchase agreement. Attach all referenced exhibits — LLC Agreement, cap table, Schedule A of rollover amounts — before circulating for signature.","Use the same signature page convention (wet ink or electronic) as the main purchase agreement to ensure consistent enforceability across your closing set.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Ambiguous rollover calculation basis","If the agreement doesn't specify whether the rollover percentage applies before or after escrow holdbacks, working capital adjustments, and transaction expenses, the parties will have conflicting interpretations of the closing economics — sometimes differing by hundreds of thousands of dollars.","Define the exact basis — gross closing consideration, net of adjustments, or a specific line item from the closing statement — and run a worked example in a schedule to confirm mutual understanding.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting the accredited investor representation","Issuing unregistered equity to a non-accredited investor violates Regulation D and gives the seller a right of rescission — effectively the right to undo the deal and recover their rollover amount plus interest.","Include an accredited investor representation and, where appropriate, require the seller to deliver a completed investor questionnaire before closing.",{"mistake":390,"why_it_matters":391,"fix":392},"No automatic termination on failure of the main deal","A rollover agreement executed as a standalone document may survive the termination of the purchase agreement, leaving the parties with conflicting obligations on an acquisition that never closed.","Include an express provision stating that the rollover agreement automatically terminates without further action if the main purchase agreement is terminated before closing.",{"mistake":394,"why_it_matters":395,"fix":396},"Vesting schedule mischaracterized as compensatory","Applying time-based vesting to equity a seller purchased with after-tax rollover proceeds can cause the IRS to treat unvested units as compensatory — triggering payroll taxes and deferred compensation rules under IRC §409A.","Structure and document rollover equity as purchased at fair market value on the closing date. If forfeiture conditions are required, use a repurchase right at FMV rather than a forfeiture to zero.",{"mistake":398,"why_it_matters":399,"fix":400},"Transfer restriction without pledge coverage","A restriction on 'sales and transfers' that doesn't expressly cover pledges allows a rollover holder to pledge their units as collateral on a personal loan — a de facto economic transfer that circumvents the lock-up.","Define 'Transfer' broadly to include any sale, assignment, gift, pledge, hypothecation, encumbrance, or indirect transfer through an entity that holds the units.",{"mistake":402,"why_it_matters":403,"fix":404},"Governance rights granted without confidentiality obligations","A rollover holder with board observation rights receives the same sensitive financial and strategic information as voting directors but may not be bound by the same fiduciary confidentiality duties.","Tie any observation or information rights to a written confidentiality undertaking, either within the rollover agreement itself or by requiring the seller to execute a separate NDA as a condition to receiving board materials.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a rollover agreement?","A rollover agreement is a binding contract used in mergers and acquisitions in which a selling shareholder agrees to reinvest a portion of their sale proceeds as an equity stake in the acquiring or successor entity rather than receiving full cash at closing. It aligns the seller's economic interests with the buyer's post-closing performance goals and is most common in private equity buyouts, management buyouts, and recapitalizations. The agreement specifies the amount rolled, the class and percentage of equity received, and the conditions governing that stake.\n",{"question":410,"answer":411},"What are the main rollover value provision options?","The three primary structures are: a fixed-percentage rollover, in which the seller reinvests a defined percentage of gross or net proceeds (commonly 10–30% in private equity transactions); a fixed-dollar rollover, where a specific dollar amount is agreed regardless of total consideration; and a hybrid or tiered structure tied to valuation thresholds or earnout milestones. This template provides language for each option so the parties can select and complete the structure that matches their negotiated deal terms.\n",{"question":413,"answer":414},"Is a rollover agreement the same as a stock purchase agreement?","No. A stock purchase agreement governs the acquisition itself — the transfer of the target company's equity to the buyer for consideration. A rollover agreement is a parallel document that governs what happens to a portion of that consideration: instead of being paid out in cash, it is reinvested as equity in the acquiring entity. The two agreements are executed together at closing, with the rollover agreement typically referencing and incorporating definitions from the main purchase agreement.\n",{"question":416,"answer":417},"Can a rollover be structured as tax-deferred?","In many cases, yes. Under IRC Section 721, a seller contributing property to a partnership (including an LLC taxed as a partnership) in exchange for a partnership interest generally does not recognize gain at the time of contribution. Under IRC Section 351, a similar deferral applies to contributions to a corporation. The specific structure of the acquiring entity, the nature of the contributed interest, and any boot received affect eligibility. Parties should confirm the applicable deferral provision with a tax advisor before executing the rollover agreement.\n",{"question":419,"answer":420},"What equity rights does a rolling seller typically receive?","A rolling seller typically receives a minority equity interest in the acquiring entity — commonly 10–30% depending on the deal — along with tag-along rights to participate in any future exit sale, information rights to periodic financial reporting, and sometimes board observation rights. They are typically subject to drag-along obligations, transfer restrictions for a defined lock-up period, and potentially a vesting schedule with forfeiture triggers tied to continued service.\n",{"question":422,"answer":423},"What happens to rollover equity if the seller leaves the company?","The outcome depends on the terms of the rollover and any applicable operating or shareholder agreement. Termination without cause typically accelerates unvested equity and allows the seller to retain their vested stake. Termination for cause commonly triggers forfeiture of unvested units and, in some structures, a buyer repurchase right on vested units at cost or fair market value. Voluntary resignation is usually treated similarly to termination for cause, but the specific terms should be negotiated and documented explicitly.\n",{"question":425,"answer":426},"Does a rollover agreement need to be signed before closing?","Yes. The rollover agreement should be executed at or before the closing of the main purchase agreement, typically as part of the closing deliverables package. Executing it after closing creates consideration and enforceability issues — particularly for any forfeiture, vesting, or restrictive covenant provisions — and may affect the tax deferral analysis if the contribution does not occur simultaneously with the main transaction.\n",{"question":428,"answer":429},"What jurisdictions govern rollover agreements most commonly?","In the United States, rollover agreements in private equity transactions are most frequently governed by Delaware law because most private equity acquisition vehicles are Delaware LLCs or corporations. However, the agreement will be governed by whatever state is specified in the governing law clause, and parties should ensure that choice is consistent with the main purchase agreement. Cross-border transactions may involve additional Canadian, UK, or EU overlay depending on the target company's location and the seller's residence.\n",{"question":431,"answer":432},"Do I need a lawyer to prepare a rollover agreement?","Legal review is strongly recommended. Rollover agreements interact with securities law, federal tax law (IRC Sections 721 and 351), state corporate or LLC law, and the detailed economics of the main acquisition. Mistakes in the rollover value formula, tax election, or securities representations can expose both parties to significant financial and regulatory consequences. A template provides the correct structure and complete drafting options, but an M&A attorney should review the final document in the context of the full transaction before execution.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Private Equity and Venture Capital","industry-fintech","Rollover equity is a standard closing requirement in sponsor-led buyouts — typically 10–30% of seller proceeds — to align management and selling owners with the fund's exit timeline and return targets.",{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Founder rollovers in SaaS acquisitions often include performance-linked vesting tied to ARR growth milestones and customer retention rates rather than time-based schedules alone.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare","industry-healthtech","Physician practice and healthcare platform acquisitions frequently use rollover structures to retain clinical leaders post-close, with regulatory compliance representations specific to HIPAA and state licensing layered into the agreement.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional Services","industry-professional-services","Client relationship concentration in professional services firms makes seller retention critical, and rollover agreements are paired with non-solicitation clauses and client-transfer obligations to protect the acquired book of business.",[451,454,457,460],{"vs":85,"vs_template_id":452,"summary":453},"stock-purchase-agreement-D802","A stock purchase agreement governs the outright sale of equity in the target company from seller to buyer, with the seller receiving full cash consideration at closing. A rollover agreement is a parallel instrument that redirects a portion of that consideration back into equity in the acquiring entity. The two documents are executed together and cross-reference each other; neither replaces the other.",{"vs":241,"vs_template_id":455,"summary":456},"earnout-agreement-D13567","An earnout agreement defers a portion of the purchase price contingent on the target achieving defined post-closing financial or operational milestones — the seller receives additional cash if targets are met. A rollover agreement provides the seller with equity at closing in exchange for reinvested proceeds, with value realized only at a future exit event. Earnouts are cash-contingent; rollovers are equity-permanent.",{"vs":237,"vs_template_id":458,"summary":459},"D{MANAGEMENT_EQUITY_INCENTIVE_ID}","A management equity incentive agreement grants newly issued equity or options to employees as compensation for future performance, typically with a vesting schedule and no upfront payment. A rollover agreement formalizes the reinvestment of proceeds that a selling shareholder already earned — it is a purchase of equity, not a compensatory grant. The tax treatment, securities law analysis, and accounting classification differ significantly between the two instruments.",{"vs":133,"vs_template_id":461,"summary":462},"D{ASSET_PURCHASE_AGREEMENT_ID}","An asset purchase agreement transfers specific assets and liabilities rather than equity in the target company. Rollover structures are technically possible but significantly more complex in asset deals because there is no target equity to roll — the seller must contribute cash proceeds into a new entity rather than contributing existing equity interests. Most rollover agreements are used in stock or unit purchase transactions, not asset deals.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Straightforward domestic rollover structures where the main purchase agreement is already drafted and the value provision terms are agreed","Free","1–2 hours to complete",{"best_for":469,"cost":470,"time":471},"Any rollover involving a tax deferral election, vesting schedule, or securities law representation — the template provides the structure, the attorney confirms the application","$500–$2,000 for an M&A attorney review","2–5 business days",{"best_for":473,"cost":474,"time":475},"Complex private equity transactions, cross-border rollovers, executive compensation overlap, or deals where rollover economics are heavily negotiated","$3,000–$15,000+ depending on deal size and complexity","1–3 weeks alongside the main transaction",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","Most rollover agreements in US private equity transactions are governed by Delaware law and structured to satisfy IRC Section 721 (partnership contribution) or Section 351 (corporate contribution) for tax deferral. The equity issued to rolling sellers constitutes a securities offering subject to federal and state securities laws — the most commonly relied-upon exemption is Rule 506(b) of Regulation D, which requires accredited investor status. California and New York have additional state securities registration requirements that may apply even to exempt offerings.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian rollover transactions commonly rely on Section 85 of the Income Tax Act to achieve a tax-deferred rollover of property to a Canadian corporation, with the agreed amount elected by the parties within prescribed limits. Provincial securities legislation in Ontario, British Columbia, and Alberta requires reliance on prospectus exemptions — typically the accredited investor or minimum amount exemptions under National Instrument 45-106. Quebec transactions may require French-language disclosure for individual sellers resident in Quebec.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","In the UK, rollover relief for capital gains purposes is available under specific HMRC provisions — primarily Section 135 TCGA 1992 for share-for-share exchanges — but the conditions are strict and must be confirmed by a UK tax advisor before execution. The issuance of equity in the acquiring entity constitutes a financial promotion subject to FSMA 2000 and may require reliance on an exemption or approval by an FCA-authorized person. Management equity structures must also be reviewed under the employment-related securities rules of ITEPA 2003 to avoid unexpected income tax charges.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU rollover structures must navigate the Merger Directive (2009/133/EC), which provides tax neutrality for qualifying share exchanges within EU member states, but implementation varies by country. GDPR implications arise where the rollover agreement involves processing personal data of individual sellers — data transfer provisions should be included or addressed in a side letter. Securities issuance to rolling sellers may constitute an offer of securities subject to the EU Prospectus Regulation (Regulation 2017/1129), though private placement exemptions are widely available for transactions below EUR 8 million or targeted at qualified investors.",[249,242,498,499,500,501,502,503,504,505,506,507],"non-disclosure-agreement-nda-D12692","asset-purchase-agreement-D928","shareholders-agreement-D1016","letter-of-intent-D12655","employment-agreement-executive-D543","general-non-compete-agreement-D882","independent-contractor-agreement-D160","joint-venture-agreement-D889","partnership-agreement-D12551","term-sheet-D473",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":126,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":520},"equity-and-mergers","agreement","general","exit",[515,516,517,518,519],"m-and-a","equity","seller","rollover-agreement","transaction",0.95,"\u003Ch2>What is a Rollover Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Rollover Agreement\u003C/strong> is a legally binding contract used in mergers, acquisitions, and private equity transactions in which a selling shareholder — often a founder, owner-operator, or key executive — agrees to reinvest a defined portion of their sale proceeds as an equity stake in the acquiring or successor entity rather than receiving full cash consideration at closing. Instead of walking away with 100% of their deal proceeds, the rolling seller contributes a negotiated amount back into the transaction in exchange for a minority interest in the new ownership structure. The agreement governs the exact value provision structure chosen (percentage of proceeds, fixed dollar amount, or a hybrid), the class and economic terms of the equity issued to the seller, the tax treatment of the contribution, and the conditions — including transfer restrictions, vesting, and forfeiture — that govern the seller's ongoing stake.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted rollover agreement, the economic alignment between buyer and rolling seller is undefined and unenforceable. Buyers relying on an oral understanding or a term sheet reference to seller rollover face the risk that the seller disputes the calculation basis at closing, receives equity without any transfer restrictions or forfeiture provisions, or triggers an inadvertent taxable gain event by failing to satisfy the conditions of the applicable IRC deferral provision. For the seller, an undocumented rollover means no tag-along protection in a future exit, no governance or information rights in the entity they now co-own, and no clarity on what happens to their stake if their employment ends. Each of these gaps has produced litigation in middle-market and private equity transactions. This template provides the complete clause architecture — including multiple selectable value provision structures — that both parties need to close with certainty and protect their respective interests through the holding period and eventual exit.\u003C/p>\n",1780924359252]