Employee Rollover Agreement definition
Employee Rollover Agreement means a written agreement between Acquisitionco (or one of its Affiliates) and an officer or employee of the Company or its subsidiaries in a form acceptable to the board of directors of the Company, (i) pursuant to which (A) Acquisitionco (or one of its Affiliates) has agreed to acquire, and such officer or employee has agreed to sell, that number of the Company Shares held by such officer or employee stipulated in the agreement (if any) for consideration not exceeding $40.20 per Company Share, which consideration consists of shares in the capital of Acquisitionco (or such Affiliate), except that cash may be paid in lieu of issuing fractional shares and/or (B) such officer or employee has agreed to dispose of that number of the Company Options held by such officer or employee stipulated in the agreement (if any) for consideration consisting solely of Replacement Options and for which the total In-the-Money Amount of such Replacement Options shall, at the time of granting of such Replacement Options, equal (subject to rounding down to take into account fractional shares) the total In-the-Money Amount of the Company Options exchanged for such Replacement Options; (ii) which has been entered into prior to the Effective Time but is to be completed immediately after the Effective Time in the case of a transaction referred to in (i)(A) or to occur contemporaneously with the transfer of Company Shares pursuant to section 3.1(f) of this Plan of Arrangement in the case of a transaction referred to in (i)(B); (iii) under which all conditions to closing (other than completion of the Arrangement) have been satisfied or waived as of the Effective Time; and (iv) which has not been terminated by such officer or employee or by Acquisitionco (or one of its Affiliates) as of the Effective Time;
Employee Rollover Agreement means a written agreement between Holdings (or one of its Affiliates) and an officer or employee of 724 Solutions or its Subsidiaries, (i) pursuant to which Holdings (or one of its Affiliates) has agreed to take in exchange, and such officer or employee has agreed to contribute, that number of Shares held by such officer or employee stipulated in the agreement (if any) for consideration not exceeding US$3.34 per Share, which consideration consists of shares of the capital stock of Holdings, except that cash may be paid in lieu of issuing fractional shares; (ii) which has been entered into prior to the Effective Time and is to be completed immediately prior to the Effective Time; (iii) under which all conditions to closing (other than completion of the Arrangement) have been satisfied or waived as of the Effective Time; and (iv) which has not been terminated by such officer or employee or by Holdings (or one of its Affiliates) as of the Effective Time;
Employee Rollover Agreement means a written agreement between Acquisitionco (or one of its Affiliates) and an officer or employee of the Company or its subsidiaries in a form acceptable to the board of directors of the Company, (i) pursuant to which (A) Acquisitionco (or one of its Affiliates) has agreed to acquire, and such officer or employee has agreed to sell, that number of the Company Shares held by such officer or employee stipulated in the agreement (if any) for consideration not exceeding $42.25 per Company Share, which consideration consists of shares in the capital of Acquisitionco (or such Affiliate), except that cash may be paid in lieu of issuing fractional shares and/or (B) such officer or employee has agreed to dispose of that number of the Company Options held by such officer or employee stipulated in the agreement (if any) for consideration consisting solely of Replacement Options and for which the total In-the-Money Amount of such Replacement Options shall, at the time of granting of such Replacement Options, equal (subject to rounding down to take into account fractional shares) the total In-the-Money Amount of the Company Options exchanged for such Replacement Options; (ii) which has been entered into prior to the Effective Time but is to be completed immediately after the Effective Time in the case of a transaction referred to in (i)(A) or to occur contemporaneously with the transfer of Company Shares pursuant to section 3.1(f) of the Plan of Arrangement in the case of a transaction referred to in (i)(B); (iii) under which all conditions to closing (other than completion of the Arrangement) have been satisfied or waived as of the Effective Time; and (iv) which has not been terminated by such officer or employee or by Acquisitionco (or one of its Affiliates) as of the Effective Time;
Examples of Employee Rollover Agreement in a sentence
Each of the Sponsor Entities hereby agrees that no representation or warranty of the Company set forth in the Merger Agreement shall be deemed to be inaccurate, whether as of the date of the Merger Agreement or as of the Closing Date, and no covenant or agreement of the Company set forth in the Merger Agreement shall be deemed to be breached, in each case, as a result of the Company having entered into, or contemplating entering into, any Non-Employee Rollover Agreement or any Employee Rollover Agreement.