[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-rollover-agreement-values-shares-with-adjustment-clause-D910":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":182,"customdescription":6,"mdFm":183,"mdProseHtml":534},{"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 [NUMBER] common shares issued and outstanding in the capital stock of [COMPANY NAME] - [COMPANY NAME] (the Corporation), a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY], and that the Vendor is the owner of the said [NUMBER] common shares (the Shares); 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 [AMOUNT]; WHEREAS the Purchaser desires to purchase and the Vendor desires to sell the Shares; IT IS HEREBY AGREED THAT: 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. 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] Class D preferred shares (the Class D Shares) of the Purchaser in full payment of the Purchase Price. The parties hereto determine that the Class D 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 [COUNTRY] and is duly organized and validly existing thereunder; the Shares are owned by the Vendor by good and marketable title; the Shares have been validly allotted and 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 4.1 The Purchaser represents and warrants to the Vendor that: the Purchaser is a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY] 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 of 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 Class D 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 laws generally affecting the enforceability of creditors' rights. STATED CAPITAL ACCOUNT, CONTRIBUTED SURPLUS ACCOUNT AND ADJUSTMENTS The Vendor and the Purchaser agree that the Purchaser shall, in accordance with Subsection [SPECIFY] of the [COUNTRY] Business Corporations [ACT/LAW/RULE], add [AMOUNT] to its stated capital account in respect of the Class D Shares, being an amount equal to the cost to the Purchaser of the Shares. The difference, if any, between the Purchase Price and the amount added to the stated capital account in respect of the Class D Shares shall be added to the contributed surplus account of the Purchaser in respect of the Class D Shares. In the event that the amount referred to in paragraph 5.1 hereof is determined by final determination of the [COMPANY NAME] or the [COMPANY NAME] for the Province of [STATE/PROVINCE] (hereinafter collectively referred to as the Minister) or otherwise to be other than the amount added to the stated capital account in respect of the Class D Shares as aforesaid, then the Purchaser shall forthwith take all action as may be necessary or advisable to adjust such stated capital account nunc pro tunc to reflect any such determination and the contributed surplus account shall, ipso facto, be deemed to be amended accordingly. The parties hereto confirm that it is their intention that the Purchase Price shall represent the fair market value of the Shares",null,"Rollover Agreement Values Shares with Adjustment Clause","5",66,"doc","https://templates.business-in-a-box.com/imgs/1000px/rollover-agreement_values-shares-with-adjustment-clause-D910.png","https://templates.business-in-a-box.com/imgs/250px/910.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#910.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"rollover agreement values shares with adjustment clause","Rollover Agreement Values Shares with Adjustment Clause Template","https://templates.business-in-a-box.com/imgs/400px/910.png","https://templates.business-in-a-box.com/imgs/600px/910.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 & 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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",513,"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":92,"description":6},"shareholders agreement",[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":97,"url":98},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":87,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":114},"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","3","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":108,"description":6},"non disclosure agreement nda",[110,111],{"label":17,"url":95},{"label":112,"url":113},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":87,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":131,"url":132},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment","1","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":123,"description":6},"letter of intent for purchase of computer equipment",[125,128],{"label":126,"url":127},"Production & Operations","production-operations",{"label":129,"url":130},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":147,"url":148},"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},[143,144],{"label":17,"url":95},{"label":145,"url":146},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":166,"url":167},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[159,162,165],{"label":160,"url":161},"Human Resources","human-resources",{"label":163,"url":164},"Hire an Employee","hire-employee",{"label":17,"url":95},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":169,"descriptionCustom":6,"label":170,"pages":103,"size":171,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":176,"keywords":180,"url":181},"CONSULTANT NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), 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: [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] WHEREAS, Consultant has been or will be engaged in the performance of work on the Company's System (the \"System\"); and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Consultant and Company 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: Proprietary Information Consultant acknowledges that the System, the source code, object code and all System documentation relating thereto (\"Proprietary Information\") are confidential and proprietary to the Company; and Consultant agrees to use reasonable care (the same being not less than that employed to protect Consultant's own proprietary information) to safeguard the Proprietary Information and to prevent the unauthorized use or disclosure thereof. Non-Disclosure Consultant shall disclose or give access to Proprietary Information only to such Consultant's employees, agents or contractors (\"Consultant Personnel\") having a need-to-know in connection with Consultant's engagement and for use in connection therewith. Consultant will advise Consultant Personnel having access to Proprietary Information of the confidential and proprietary nature thereof. Copies Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original. Termination Consultant shall, upon completion of the tasks assigned to Consultant, upon termination of Consultant's engagement with respect to the System, or upon demand, whichever is earliest, return any and all Proprietary Information (including any copies or reproductions thereof in its possession or control. Unauthorized Use","Consultant Non-Disclosure Agreement",39,"https://templates.business-in-a-box.com/imgs/1000px/consultant-non-disclosure-agreement-D153.png","https://templates.business-in-a-box.com/imgs/250px/153.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#153.xml",{"title":6,"description":6},[177],{"label":178,"url":179},"Consultant & Contractors","consulting-contractor-business","non compete agreement","/template/non-compete-agreement-D153",false,{"seo":184,"reviewer":197,"legal_disclaimer":201,"quick_facts":202,"at_a_glance":204,"personas":208,"variants":233,"glossary":262,"clauses":296,"how_to_fill":347,"common_mistakes":388,"faqs":405,"industries":433,"comparisons":458,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":522,"classification":523},{"meta_title":185,"meta_description":186,"primary_keyword":187,"secondary_keywords":188,"family":187,"is_canonical":182},"Rollover Agreement (Share Valuation + Adjustment Template (Free Word)","Free rollover agreement template with share valuation and adjustment clause. Covers equity rollovers in M&A and recapitalizations. Used in 190+ countries. Free Word and PDF download.","rollover agreement template",[189,190,191,192,193,194,195,196],"rollover equity agreement template","share rollover agreement","rollover agreement with adjustment clause","management rollover agreement m&a","equity rollover agreement word","rollover agreement free download","share valuation rollover agreement","rollover equity m&a template",{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":203,"legal_review_recommended":201,"signature_required":201,"notarization_required":182},"advanced",{"what_it_is":205,"when_you_need_it":206,"whats_inside":207},"A Rollover Agreement Values Shares With Adjustment Clause is a binding legal contract used in mergers, acquisitions, and recapitalizations to document an equity holder's decision to reinvest a portion of their sale proceeds into the acquiring or successor entity rather than taking full cash payment. This free Word download gives you a professionally structured starting point covering share valuation methodology, adjustment mechanisms, rollover mechanics, representations, and transfer restrictions — ready to edit online and export as PDF for execution at closing.\n","Use it when a private equity buyer, strategic acquirer, or sponsor requires management or existing shareholders to retain a continuing equity stake in the post-transaction entity as a condition of the deal. It is also used in recapitalizations where departing owners roll equity forward rather than receiving a full cash-out.\n","Share valuation formula with a post-closing true-up mechanism, rollover percentage and dollar cap, representations and warranties by the rolling shareholder, transfer restrictions and lock-up period, tag-along and drag-along rights, tax treatment elections, and governing law.\n",[209,213,217,221,225,229],{"title":210,"use_case":211,"icon_asset_id":212},"Private equity sponsors","Requiring management teams to roll equity as alignment in a buyout","persona-investor",{"title":214,"use_case":215,"icon_asset_id":216},"M&A attorneys","Documenting rollover mechanics as part of a broader acquisition closing package","persona-attorney",{"title":218,"use_case":219,"icon_asset_id":220},"Selling shareholders","Retaining upside exposure in the successor entity while monetizing a portion of their stake","persona-small-business-owner",{"title":222,"use_case":223,"icon_asset_id":224},"Management teams","Formalizing continued equity ownership in a sponsor-backed company post-buyout","persona-ceo",{"title":226,"use_case":227,"icon_asset_id":228},"Corporate development officers","Structuring recapitalizations where founders reinvest rather than exit fully","persona-operations-director",{"title":230,"use_case":231,"icon_asset_id":232},"CFOs and finance directors","Coordinating tax elections and share valuation true-ups at deal close","persona-cfo",[234,238,242,246,250,254,258],{"situation":235,"recommended_template":236,"slug":237},"Simple rollover with no valuation adjustment — fixed price per share agreed pre-close","Basic Rollover Agreement","checklist-basic-franchise-agreement-terms-D109",{"situation":239,"recommended_template":240,"slug":241},"Management incentive rollover tied to EBITDA performance hurdles post-close","Management Rollover and Incentive Equity Agreement","equity-incentive-plan-D13224",{"situation":243,"recommended_template":244,"slug":245},"Rollover combined with a co-investment right in the newco","Rollover and Co-Investment Agreement","investment-agreement-D12831",{"situation":247,"recommended_template":248,"slug":249},"Seller reinvesting proceeds into a holding company rather than the operating entity","Holdco Equity Rollover Agreement","shared-equity-agreement-D12875",{"situation":251,"recommended_template":252,"slug":253},"Recapitalization where the rollover takes the form of a convertible instrument","Convertible Rollover Note Agreement","convertible-note-agreement-D870",{"situation":255,"recommended_template":256,"slug":257},"Cross-border rollover requiring separate governing law per jurisdiction","Cross-Border Rollover Agreement","cross-promotion-agreement-D13826",{"situation":259,"recommended_template":260,"slug":261},"Full equity rollover with no cash consideration — 100% stake continuation","Full Equity Continuation Agreement","income-continuation-protection-agreement-D548",[263,266,269,272,275,278,281,284,287,290,293],{"term":264,"definition":265},"Rollover Equity","A portion of a selling shareholder's ownership stake that is reinvested into the acquiring or successor entity rather than converted to cash at closing.",{"term":267,"definition":268},"Adjustment Clause","A contractual mechanism that modifies the agreed share valuation after closing based on a post-closing audit of working capital, net debt, or other defined financial metrics.",{"term":270,"definition":271},"True-Up Payment","A cash payment made by either party after a post-closing adjustment calculation to reconcile any difference between the estimated closing consideration and the final audited figure.",{"term":273,"definition":274},"Rollover Percentage","The proportion of a shareholder's total equity value — expressed as a percentage or dollar cap — that must be reinvested rather than received as cash.",{"term":276,"definition":277},"Newco","The newly formed acquisition vehicle or successor entity into which the rollover equity is issued at closing.",{"term":279,"definition":280},"Tag-Along Right","A minority shareholder's contractual right to join in a sale of the majority's shares on the same price and terms.",{"term":282,"definition":283},"Drag-Along Right","A majority shareholder's right to compel minority shareholders to join in a sale of the company on the same terms.",{"term":285,"definition":286},"Lock-Up Period","A defined period following closing during which a rolling shareholder is contractually prohibited from transferring, pledging, or disposing of their rollover shares.",{"term":288,"definition":289},"Section 338(h)(10) Election","A US tax election in certain stock acquisitions that allows the transaction to be treated as an asset purchase for tax purposes, affecting the tax basis of rollover equity.",{"term":291,"definition":292},"Working Capital Target","A negotiated baseline level of net working capital the target company is expected to deliver at closing, against which the actual figure is compared to trigger an upward or downward price adjustment.",{"term":294,"definition":295},"Ratchet Mechanism","A valuation feature that adjusts the rollover equity percentage upward or downward based on whether post-closing performance metrics meet defined thresholds.",[297,302,307,312,317,322,327,332,337,342],{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Parties, Recitals, and Defined Terms","Identifies the rolling shareholder, the buyer or newco, and any intermediate holding entity. Establishes the defined terms used throughout the agreement, including 'Rollover Shares,' 'Closing Date,' and 'Adjustment Amount.'","This Rollover Agreement ('Agreement') is entered into as of [CLOSING DATE] by and between [BUYER / NEWCO LEGAL NAME] ('Buyer') and [SHAREHOLDER FULL NAME OR ENTITY NAME] ('Rollover Holder'). Capitalized terms not otherwise defined herein have the meanings set out in the Purchase Agreement dated [DATE].","Failing to cross-reference the master Purchase Agreement's defined terms. Inconsistent definitions between the two documents create ambiguity about what constitutes the 'Rollover Value' and can void the adjustment mechanism.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Share Valuation and Rollover Amount","States the per-share value used to calculate the rollover, the total equity value attributed to the rolling shareholder, and the specific dollar amount or percentage being rolled over rather than paid out in cash.","The per-share value of [TARGET COMPANY] common stock is agreed to be $[PER SHARE VALUE] as of the Closing Date ('Initial Share Value'). Rollover Holder agrees to reinvest $[ROLLOVER AMOUNT] (representing [X]% of total sale proceeds otherwise payable) into [NEWCO NAME] in exchange for [NUMBER] shares of [CLASS] stock.","Setting only a percentage rollover without a dollar floor or cap. Without a hard dollar amount, changes in deal size between signing and closing can produce unintended rollover quantities that neither party intended.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Post-Closing Adjustment Mechanism","Defines the process by which the initial share value is recalculated after closing based on audited figures for working capital, net debt, or other agreed metrics, and how any resulting adjustment affects the rollover share count or requires a cash true-up.","Within [60] days of the Closing Date, Buyer shall deliver a Closing Statement setting out the Closing Working Capital, Closing Net Debt, and Closing Cash. If the Adjustment Amount (as defined in Schedule [X]) results in a reduction of Enterprise Value exceeding $[THRESHOLD], the number of Rollover Shares shall be reduced by [FORMULA], or Rollover Holder shall remit the corresponding true-up payment within [10] business days of final determination.","Defining the adjustment only in terms of working capital without addressing net debt or transaction expenses. Buyers routinely use uncapped deductions in these other categories to reduce effective rollover value post-close.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Dispute Resolution for Adjustment Calculations","Establishes the procedure and timeline for the rolling shareholder to object to the Closing Statement, and designates an independent accounting firm as the final arbiter if the parties cannot resolve the dispute themselves.","Rollover Holder shall have [30] calendar days following receipt of the Closing Statement to deliver a written Notice of Disagreement. If the parties fail to resolve any disputed items within [20] business days thereafter, either party may refer the dispute to [ACCOUNTING FIRM NAME] ('Independent Accountant'), whose determination shall be final and binding.","Not specifying who bears the cost of the independent accountant. Standard practice is for the cost to be allocated based on which party's position was closer to the accountant's final determination — omitting this invites strategic use of the process as a delay tactic.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Representations and Warranties of Rollover Holder","The rolling shareholder confirms that they own the shares free and clear of encumbrances, have full authority to enter the agreement, are an accredited investor (where applicable), and understand the illiquid nature of the rollover equity.","Rollover Holder represents and warrants that: (a) Rollover Holder has good and marketable title to the Rollover Shares, free and clear of all liens, claims, and encumbrances; (b) Rollover Holder is an 'accredited investor' within the meaning of Rule 501 of Regulation D; (c) Rollover Holder has received and reviewed the [NEWCO] organizational documents and understands the risks of an illiquid investment.","Omitting the accredited investor representation for transactions involving US securities law. Issuing newco equity without confirming accredited investor status can constitute an unregistered securities offering and expose both parties to SEC liability.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Transfer Restrictions and Lock-Up Period","Prohibits the rolling shareholder from selling, transferring, pledging, or otherwise disposing of the rollover shares for a defined period and sets out the limited exceptions — estate transfers, involuntary transfers — that do not trigger the restriction.","Rollover Holder agrees not to Transfer any Rollover Shares for a period of [24] months following the Closing Date ('Lock-Up Period') without the prior written consent of Buyer. Permitted Transfers to a Rollover Holder's wholly-owned revocable trust for estate planning purposes shall not require consent, provided the transferee executes a joinder to this Agreement.","Defining 'Transfer' narrowly so that pledging shares as collateral for a personal loan is not covered. A lender's enforcement of that pledge can effectively force an early transfer and undermine the lock-up entirely.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Tag-Along and Drag-Along Rights","Grants the rolling shareholder the right to participate in any future sale of a majority stake on the same terms (tag-along), and obligates them to sell if a qualifying majority exits (drag-along).","In the event Buyer proposes to Transfer shares representing more than [50]% of the outstanding equity of [NEWCO], Rollover Holder shall have the right to include a pro rata portion of Rollover Shares in such Transfer on the same price and terms ('Tag-Along Right'). Rollover Holder shall be obligated to participate in any sale approved by holders of at least [70]% of [NEWCO] shares on the same terms as such approving holders ('Drag-Along Obligation').","Setting the drag-along threshold at simple majority (50%+1) for a management rollover. Management teams routinely hold 5–15% of newco equity — a low threshold means the sponsor can force a sale with no meaningful minority protection.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Tax Treatment and Elections","Addresses how the rollover will be treated for income tax purposes — whether the exchange is intended to qualify as a tax-deferred reorganization or is taxable — and allocates responsibility for making any required elections.","The parties intend that the exchange of Rollover Holder's [TARGET COMPANY] shares for [NEWCO] shares shall qualify as a tax-free exchange under Section 368(a) [or Section 721] of the Internal Revenue Code. Rollover Holder agrees to cooperate in filing any required forms (including IRS Form 8023 or Form 8594) and shall not take any position inconsistent with such treatment without Buyer's written consent.","Leaving tax treatment unaddressed and assuming a default tax-free result. An unstructured share exchange may be treated as a fully taxable sale, generating an immediate capital gains liability for the rolling shareholder even though they received no cash.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governance Rights of Rollover Holder","Defines what board observer, information, approval, or voting rights the rolling shareholder receives in the newco, and any protective provisions requiring their consent.","For so long as Rollover Holder holds not less than [5]% of the outstanding equity of [NEWCO], Rollover Holder shall be entitled to: (a) receive monthly management accounts within [15] business days of month-end; (b) designate one non-voting board observer; and (c) withhold consent to any amendment to [NEWCO]'s organizational documents that would disproportionately and adversely affect the Rollover Shares.","Granting governance rights without a minimum ownership floor. If the rolling shareholder is diluted below the threshold through future financing rounds, they retain rights designed for a meaningful owner — this creates friction in later capital raises.",{"name":343,"plain_english":344,"sample_language":345,"common_mistake":346},"Governing Law, Jurisdiction, and Counterparts","Specifies the law governing the agreement, the courts with exclusive jurisdiction for disputes, and confirms that the agreement may be executed in counterparts — including electronic signatures.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / JURISDICTION], without regard to its conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the courts of [VENUE]. This Agreement may be executed in counterparts, each of which shall constitute an original, and electronic signatures shall be deemed valid for all purposes.","Selecting the governing law of the newco's state of incorporation without considering where the rolling shareholder is located or where disputes are likely to be litigated. A mismatch can make enforcement of the adjustment mechanism impractical.",[348,353,358,363,368,373,378,383],{"step":349,"title":350,"description":351,"tip":352},1,"Identify all parties and cross-reference the purchase agreement","Enter the full legal name of the buyer, newco, and each rolling shareholder. Confirm that all defined terms in this agreement align with the master Purchase Agreement — particularly 'Enterprise Value,' 'Closing Date,' and 'Transaction Expenses.'","Run a side-by-side comparison of defined terms between this agreement and the Purchase Agreement before circulating the first draft. Definition mismatches are the single most common source of post-close disputes.",{"step":354,"title":355,"description":356,"tip":357},2,"Set the per-share valuation and rollover amount","Enter the agreed per-share value, the total equity value attributable to the rolling shareholder, and the rollover amount expressed both as a dollar figure and as a percentage of total proceeds. Include a hard dollar floor and cap.","Anchor the per-share value to the same implied enterprise value used in the Purchase Agreement to prevent double-adjustment arguments at true-up.",{"step":359,"title":360,"description":361,"tip":362},3,"Define the adjustment metrics and calculation methodology","Specify which financial metrics trigger a post-closing adjustment (working capital, net debt, transaction expenses, or cash), the reference targets for each, and the formula for converting the adjustment amount into a share count change or cash true-up.","Attach the adjustment calculation methodology as a numbered Schedule rather than embedding it in the body — this makes it easier to amend independently if accounting treatment changes between signing and closing.",{"step":364,"title":365,"description":366,"tip":367},4,"Draft the dispute resolution timeline","Set specific day-count deadlines for the Closing Statement delivery, the Notice of Disagreement window, the negotiation period, and the independent accountant referral. Name the accounting firm (or a selection mechanism) in the agreement itself.","Avoid naming a firm with a pre-existing relationship to either party as the independent accountant. Perceived conflicts routinely cause the process to restart, adding weeks to resolution.",{"step":369,"title":370,"description":371,"tip":372},5,"Complete the representations and investor status confirmations","Confirm the rolling shareholder's accredited investor status, title to shares, authority to contract, and acknowledgment of illiquidity. If the rolling shareholder is an entity rather than an individual, add entity authorization representations.","For non-US rolling shareholders, replace the Regulation D accredited investor standard with the equivalent exemption under the applicable local securities law — the US standard does not apply extraterritorially.",{"step":374,"title":375,"description":376,"tip":377},6,"Set lock-up duration and permitted transfer exceptions","Enter the lock-up period (typically 12–36 months for management rollovers in private equity deals), list permitted transfer carve-outs, and require any permitted transferee to execute a joinder agreement as a condition of the transfer.","A 24-month lock-up aligned to the sponsor's expected hold period is standard. If the hold period is uncertain, consider a milestone-based release (e.g., upon an IPO or qualified sale) rather than a fixed date.",{"step":379,"title":380,"description":381,"tip":382},7,"Address tax elections and required filings","State explicitly whether the exchange is intended to be tax-deferred and under which Code section. List all required tax filings (Form 8023, Form 8594, or equivalent) and allocate responsibility for preparation and timely filing.","Have a tax advisor confirm the intended treatment before the agreement is signed — changing the tax election after closing requires amended returns and can trigger penalties.",{"step":384,"title":385,"description":386,"tip":387},8,"Execute before or simultaneously with the purchase agreement closing","This agreement must be signed at or before the closing of the underlying acquisition. Post-close execution raises consideration issues and may leave the rollover equity issuance without an effective governing document during the gap period.","Use a closing checklist to confirm simultaneous execution of this agreement, the Purchase Agreement, and any newco shareholder or operating agreement — all three must be consistent and signed at the same time.",[389,393,397,401],{"mistake":390,"why_it_matters":391,"fix":392},"Using mismatched defined terms between this agreement and the Purchase Agreement","If 'Enterprise Value' is defined differently in the two documents, the rollover calculation and the purchase price calculation can produce contradictory results, triggering disputes that take months and significant legal fees to resolve.","Cross-reference every defined term against the Purchase Agreement before circulating the first draft, and include a hierarchy clause confirming which document controls in case of conflict.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting a hard dollar cap on the rollover amount","A rollover stated only as a percentage of proceeds leaves the actual dollar amount subject to late-breaking deal adjustments — a downward price adjustment could reduce the rollover to a level the shareholder did not anticipate.","Express the rollover as both a percentage and a specific dollar floor and cap, and tie any adjustment to a defined formula rather than leaving it to re-negotiation.",{"mistake":398,"why_it_matters":399,"fix":400},"Leaving the tax treatment of the share exchange unaddressed","An undocumented rollover exchange may default to a fully taxable sale under applicable tax law, generating an immediate capital gains tax liability for a shareholder who received no cash and has no liquidity to pay it.","State the intended tax treatment explicitly — tax-deferred reorganization, Section 721 contribution, or taxable exchange — and list every required election and filing with assigned responsibility and deadlines.",{"mistake":402,"why_it_matters":403,"fix":404},"Setting the drag-along threshold at a simple majority for a management rollover","Management typically holds 5–15% of newco equity. A 50%+1 drag-along threshold allows the majority sponsor to force a sale immediately with zero minority protection, negating the alignment rationale for the rollover.","Negotiate a drag-along threshold of at least 70–80% for management rollover situations and include a fair price condition requiring independent valuation before the drag-along can be exercised.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a rollover agreement in an M&A transaction?","A rollover agreement is a binding contract in which a selling shareholder agrees to reinvest a portion of their sale proceeds into the acquiring or successor entity rather than receiving full cash payment at closing. The rolling shareholder exchanges shares in the target company for shares in the newco, retaining an ongoing equity stake and future upside. Private equity sponsors routinely require management teams to roll 10–20% of their equity as a condition of a buyout to ensure continued alignment after the deal closes.\n",{"question":410,"answer":411},"What is the purpose of the adjustment clause in a rollover agreement?","The adjustment clause reconciles the share valuation used to calculate the rollover amount against the actual audited financials delivered after closing. If working capital, net debt, or cash come in above or below the estimated figures used at closing, the adjustment clause either increases or reduces the number of rollover shares issued, or requires a cash true-up payment. Without an adjustment clause, the rolling shareholder may end up with more or fewer shares than the deal economics intended.\n",{"question":413,"answer":414},"Is a rollover agreement the same as a shareholders' agreement?","No. A rollover agreement documents the mechanics of reinvesting proceeds into newco equity — valuation, rollover amount, adjustment, and tax treatment. A shareholders' agreement (or operating agreement) governs the ongoing rights and obligations of all equity holders in the newco, including voting rights, dividend policy, exit rights, and dispute resolution. In most transactions, both documents are executed at closing, and the rollover agreement's transfer restrictions and tag-along rights are typically mirrored in the shareholders' agreement.\n",{"question":416,"answer":417},"Does a rollover exchange have to be taxable?","Not necessarily. In the US, a rollover exchange structured as a reorganization under Section 368(a) of the Internal Revenue Code, or as a partnership contribution under Section 721, can qualify for tax-deferred treatment — meaning the rolling shareholder does not recognize a gain at the time of the exchange. The specific structure and the form of the acquiring entity (corporation vs. LLC treated as a partnership) determine which provision applies. Tax counsel should confirm the intended treatment before signing, as an incorrectly structured exchange defaults to a fully taxable sale.\n",{"question":419,"answer":420},"What percentage of proceeds is typically rolled over in a private equity buyout?","Management rollover percentages in private equity transactions typically range from 10% to 30% of total sale proceeds, depending on the sponsor's alignment requirements and the management team's bargaining position. Some sponsors require a fixed dollar amount rather than a percentage. For founder-owned businesses where the selling shareholder is also continuing as an executive, rollover percentages can reach 40–50% when the seller wants to retain meaningful upside exposure in the go-forward business.\n",{"question":422,"answer":423},"What happens if the post-closing adjustment reduces the rollover value significantly?","If the adjustment mechanism produces a large downward revision to the share value, the agreement will either reduce the number of rollover shares issued to reflect the lower value, require the rolling shareholder to make a cash true-up payment to the buyer, or — if the agreement includes a floor — apply a partial adjustment only. The dispute resolution clause governs how disagreements over the adjustment calculation are resolved, typically through an independent accounting firm. Rolling shareholders should negotiate a cap on post-closing true-up cash obligations to protect against large unexpected payments.\n",{"question":425,"answer":426},"Can rollover shares be pledged as collateral for a personal loan?","Only if the transfer restrictions clause explicitly permits pledging. Most rollover agreements prohibit any transfer, pledge, or encumbrance during the lock-up period. A pledge that is later enforced by a lender constitutes a deemed transfer and can breach the lock-up, triggering remedies under the agreement. Rolling shareholders seeking to use newco shares as loan collateral should negotiate a specific carve-out before signing.\n",{"question":428,"answer":429},"Who prepares the Closing Statement and adjustment calculation?","The buyer or acquiring entity typically prepares the Closing Statement within 30–60 days after the closing date. The statement sets out the audited figures for working capital, net debt, transaction expenses, and cash that feed into the adjustment formula. The rolling shareholder has a defined window — typically 30 days — to review and object. If the parties cannot agree on disputed items, an independent accounting firm makes a final binding determination. The party whose position diverges most from the accountant's finding typically bears the cost of the process.\n",{"question":431,"answer":432},"Do I need a lawyer to complete a rollover agreement?","Yes, in almost all cases. A rollover agreement intersects securities law, tax law, and corporate law simultaneously, and errors in any one area can have material financial consequences. The template provides the structural framework, but the adjustment formula, tax elections, securities exemptions, and governing law selection must be tailored to the specific transaction and jurisdictions involved. A transaction attorney and tax advisor should review the agreement before it is circulated for signature.\n",[434,438,442,446,450,454],{"industry":435,"icon_asset_id":436,"specifics":437},"Private Equity and Buyouts","industry-fintech","Management rollover requirements of 10–30% are standard in leveraged buyouts; the adjustment clause is critical for working capital targets negotiated in the Purchase Agreement.",{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Founder rollovers in SaaS acquisitions frequently include ARR-based valuation adjustments, with true-ups tied to contracted recurring revenue at closing versus at signing.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare and Life Sciences","industry-healthtech","Regulatory milestone adjustments are common — rollover value may be contingent on FDA approvals or reimbursement code assignments obtained after the acquisition closes.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing and Industrials","industry-manufacturing","Working capital adjustment clauses are heavily negotiated given large inventory and receivables balances; seasonal timing of closing can produce significant true-up payments.",{"industry":451,"icon_asset_id":452,"specifics":453},"Professional Services","industry-professional-services","Client concentration and key-person retention are primary concerns; rollover terms often include clawback provisions if the rolling shareholder departs within the lock-up period.",{"industry":455,"icon_asset_id":456,"specifics":457},"Retail and Consumer Brands","industry-retail","Brand valuation adjustments and earn-out integrations are common; rollover percentages may be tied to same-store sales performance in the first 12 months post-close.",[459,463,467,471],{"vs":460,"vs_template_id":461,"summary":462},"Equity Purchase Agreement","D{EQUITY_PURCHASE_AGREEMENT_ID}","An Equity Purchase Agreement governs the sale of all shares from seller to buyer — it is the master transaction document that sets enterprise value, representations, and closing conditions. A Rollover Agreement is a companion document that addresses only the portion of equity being reinvested rather than sold. The two agreements must be executed simultaneously and their defined terms must be consistent.",{"vs":464,"vs_template_id":465,"summary":466},"Shareholders' Agreement","shareholders-agreement-D198","A Shareholders' Agreement governs the ongoing rights of all equity holders in the newco — voting, dividends, information rights, and exit mechanics. A Rollover Agreement governs the mechanics of how the rolling shareholder's shares are valued and issued at closing. Both are typically required; the rollover agreement's transfer restrictions are often cross-referenced in or superseded by the shareholders' agreement once it takes effect.",{"vs":468,"vs_template_id":469,"summary":470},"Stock Purchase Agreement","D{STOCK_PURCHASE_AGREEMENT_ID}","A Stock Purchase Agreement transfers ownership of shares from seller to buyer for cash consideration. A Rollover Agreement transfers ownership of target shares in exchange for newco shares rather than cash, with a post-closing valuation adjustment. The rollover is an equity-for-equity exchange; the stock purchase is a cash sale. In most deals, both documents exist — covering the cash portion and the rollover portion of the total consideration, respectively.",{"vs":472,"vs_template_id":473,"summary":474},"Earn-Out Agreement","D{EARNOUT_AGREEMENT_ID}","An Earn-Out Agreement pays additional consideration to the seller contingent on post-closing financial performance milestones. A Rollover Agreement gives the seller equity in the acquiring entity with value determined at closing (subject to a true-up), not deferred performance payments. Rollovers provide immediate equity participation; earn-outs provide deferred cash. Some deals include both to align seller incentives across different risk profiles.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Understanding the structure and required provisions before engaging transaction counsel; initial term-sheet discussions on rollover percentage and adjustment mechanics","Free","1–2 hours to review and annotate",{"best_for":481,"cost":482,"time":483},"Mid-market transactions below $50M enterprise value where the rollover structure is straightforward and a single governing jurisdiction applies","$1,500–$5,000 for attorney review and tailoring","3–7 days",{"best_for":485,"cost":486,"time":487},"Transactions above $50M, complex multi-party rollovers, cross-border structures, or deals requiring bespoke tax elections and securities law analysis","$10,000–$50,000+ as part of the broader transaction legal fees","2–6 weeks as part of overall deal timeline",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","US rollover agreements must address federal securities law exemptions — typically Regulation D Rule 506(b) or (c) for issuance of newco equity. Tax-deferred treatment depends on the structure: Section 368(a) for corporate reorganizations or Section 721 for LLC/partnership contributions. Non-compete provisions in rollover agreements connected to California-based employees face enforceability challenges under California Business & Professions Code Section 16600.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Canadian rollover transactions must comply with applicable provincial securities laws, with exemptions varying by province. Federal tax-deferred rollover treatment is available under Section 85 of the Income Tax Act, allowing sellers to elect to defer capital gains on transferred shares. Quebec civil law may affect enforceability of certain agreement provisions for Quebec-resident shareholders, and French-language requirements may apply to documents executed in the province.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","UK rollover agreements are subject to the Financial Services and Markets Act 2000 for securities issuance and must comply with HMRC's requirements for Business Asset Disposal Relief or Share-for-Share Exchange relief to achieve tax-deferred treatment. Post-Brexit, EEA prospectus exemptions no longer apply to UK transactions. The UK Companies Act 2006 imposes specific requirements on the transfer and issuance of shares that must be reflected in the agreement mechanics.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","EU rollover transactions must comply with the EU Prospectus Regulation if the issuance of newco shares constitutes a public offering, though private placement exemptions typically apply in M&A contexts. Tax-deferred treatment varies significantly by member state — Germany, France, and the Netherlands each have distinct rollover relief regimes. GDPR obligations apply to the processing of personal data about rolling shareholders during due diligence and post-closing reporting.",[510,511,512,513,514,515,516,517,518,519,520,521],"shareholders-agreement-D1016","non-disclosure-agreement-nda-D12692","letter-of-intent-for-purchase-of-computer-equipment-D1148","asset-purchase-agreement-D928","employment-agreement-executive-D543","non-compete-agreement-D153","employee-stock-option-agreement-D12613","board-resolution-D78","checklist-customer-due-diligence-D13916","confidentiality-agreement-D950","partnership-agreement-D12551","joint-venture-agreement-D889",{"emit_how_to":201,"emit_defined_term":201},{"primary_folder":95,"secondary_folder":524,"document_type":525,"industry":526,"business_stage":527,"tags":528,"confidence":533},"equity-and-mergers","agreement","general","exit",[529,530,527,531,532],"equity","m-and-a","rollover-agreement","share-valuation",0.92,"\u003Ch2>What is a Rollover Agreement Values Shares With Adjustment Clause?\u003C/h2>\n\u003Cp>A \u003Cstrong>Rollover Agreement Values Shares With Adjustment Clause\u003C/strong> is a binding legal contract used primarily in mergers, acquisitions, and private equity buyouts to document the terms under which a selling shareholder reinvests a defined portion of their sale proceeds into the acquiring or successor entity rather than receiving full cash consideration at closing. Instead of exiting entirely, the rolling shareholder exchanges their target company shares for newly issued shares in the newco at an agreed per-share value — with a post-closing adjustment mechanism that true-ups the share count or triggers a cash payment if the audited financials differ from the estimated figures used at signing. The adjustment clause distinguishes this document from a simple equity rollover by ensuring the actual financial condition of the business at closing — measured through working capital, net debt, and cash — is reflected in the final rollover economics rather than locked to pre-close estimates that may prove inaccurate.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly drafted rollover agreement, the terms of an equity reinvestment exist only as informal understandings between the parties — leaving the rolling shareholder without enforceable rights to the agreed share count, tax treatment, governance protections, and transfer rights. The adjustment clause is particularly critical: a deal that closes based on estimated working capital figures can produce a materially different share valuation once audited numbers are available, and without a written formula and dispute resolution process, resolving the difference devolves into costly litigation. For management teams rolling equity in a sponsor-led buyout, the agreement also creates the lock-up and tag-along protections that prevent the majority from forcing an early exit or diluting the rollover stake without consent. Tax consequences are equally significant — an undocumented exchange may be treated as a fully taxable sale even though the rolling shareholder received no cash, generating an immediate capital gains liability with no liquidity to cover it. This template gives you the structural framework to address all four risks — valuation, adjustment, governance, and tax — in a single executable document.\u003C/p>\n",1781186039308]