This excerpt taken from the ROC 8-K filed Jan 16, 2007.
2.1 The Shares
On the terms and subject to the conditions set forth in this Agreement, including in particular the satisfaction or waiver of the conditions precedent set out in Article4, each of the Sellers hereby sells to the Purchaser and the Purchaser agrees to purchase from each of the Sellers, all but not part only, of the Shares set forth opposite such Sellers name on Schedule A, free from any Encumbrances, with all rights attached or accruing to them at Closing.
Notwithstanding the above, the Managers may elect to contribute in kind, between the date hereof and Closing, part of the Shares set forth opposite such Managers name, in accordance with Article 2.4 below. In such case, the content of Schedule A shall be adjusted in accordance with Article 2.4.4 below;