Extract to table

"Rollover Shares" means the shares of Company Common Stock retained by the Rollover Participants at the Closing, which shall represent fifty percent (50%) of the Rollover Participants' collective twenty percent (20%) stake in the Company (i

02 — Interpretation Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import shall mean "including, without limitation"; (f) the word "or" shall be disjunctive but not exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments, restatements, supplements, and other modifications thereto, but only to the extent such amendments, restatements, supplements, and other modifications are not prohibited by the terms of this Agreement; (h) references to statutes, rules, and regulations shall be deemed to include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statutes, rules, and regulations, and all references to any section of any federal or state statute shall be deemed also to refer to any successor section; (i) references to "dollars" or "$" shall mean United States dollars; (j) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (k) all Schedules and Exhibits attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (l) any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning ascribed to such term in this Agreement; and (m) the Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement

01 — Purchase and Sale of Shares Subject to the terms and conditions of this Agreement, at the Closing: (a) the Timberline Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from the Timberline Seller, all of the shares of Company Common Stock owned by the Timberline Seller, representing sixty-two percent (62%) of the issued and outstanding shares of Company Common Stock, free and clear of all Liens other than Permitted Liens; (b) the Weir Trust shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from the Weir Trust, all of the shares of Company Common Stock owned by the Weir Trust, representing eighteen percent (18%) of the issued and outstanding shares of Company Common Stock, free and clear of all Liens other than Permitted Liens; (c) each Rollover Participant shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire, and accept from such Rollover Participant, fifty percent (50%) of the shares of Company Common Stock owned by such Rollover Participant (representing, in the aggregate, ten percent (10%) of the issued and outstanding shares of Company Common Stock), free and clear of all Liens other than Permitted Liens, and each Rollover Participant shall retain the remaining fifty percent (50%) of the shares of Company Common Stock owned by such Rollover Participant (representing, in the aggregate, ten percent (10%) of the issued and outstanding shares of Company Common Stock) as Rollover Shares, subject to the terms and conditions of the Management Rollover Agreement; and (d) in the aggregate, Buyer shall acquire ninety percent (90%) of the outstanding shares of Company Common Stock (the Sold Shares) for the Purchase Price, and the Rollover Participants shall retain ten percent (10%) of the outstanding shares of Company Common Stock (the Rollover Shares)

02 — Purchase Price (a) The aggregate consideration payable by Buyer for the Sold Shares (the "Purchase Price") shall be an amount equal to the product of (i) the Equity Value (i

(b) The Purchase Price shall be allocated among the Sellers and the selling Rollover Participants pro rata based on their respective percentage ownership of the Sold Shares

The Estimated Closing Statement shall be prepared in accordance with GAAP, consistently applied, and the methodologies set forth on Schedule 2