Rollover Commitment Letter February 26, 2024Rollover Commitment Letter • March 12th, 2024 • Agiliti, Inc. \De • Services-miscellaneous equipment rental & leasing
Reference is made to that certain Agreement and Plan of Merger (as may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Apex Intermediate Holdco, Inc., a Delaware corporation (“Parent”), Agiliti, Inc., a Delaware corporation (the “Company”) and Apex Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). This letter agreement is being executed and delivered by the undersigned stockholder (the “Rollover Stockholder”) in connection with the Merger Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Merger Agreement. The execution and delivery of this letter agreement by the Rollover Stockholder is a material inducement for Parent to enter into the Merger Agreement. The Stockholder and Parent hereby agree as follows:
Re: Rollover Commitment LetterRollover Commitment Letter • February 27th, 2008 • Getty Investments LLC • Services-mailing, reproduction, commercial art & photography • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time in compliance with the Interim Investors Agreement, the “Merger Agreement”), by and among Abe Investment, L.P., a Delaware limited partnership (“Parent”), Abe Acquisition Corp., a Delaware corporation (“Merger-Sub”), and Getty Images, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein as the “Investors”.
Rollover Commitment Letter Longview Asset Management, LLC Chicago, Illinois 60601 December 14, 2014Rollover Commitment Letter • December 19th, 2014 • Longview Asset Management, LLC • Retail-retail stores, nec • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 14, 2014, by and among Argos Holdings Inc., a Delaware corporation (“Parent”), PetSmart, Inc., a Delaware corporation (the “Company”), and Argos Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. References in this letter agreement to “Parent” shall mean either (x) Argos Holdings, Inc. or (y) another entity through which the Investors (as defined in the Interim Investors Agreement, dated the date hereof, among the Investor and the other parties thereto (the “Interim Investors Agreement”)) will purchase their ownership interests in Argos Holdings, Inc., as the context requires.
