Aggregate Rollover Amount definition
Aggregate Rollover Amount means the sum of all of the Rollover Amounts for all of the Rollover Stockholders.
Aggregate Rollover Amount means the amount in U.S. dollars equal to the portion of the Merger Consideration that would have been paid in respect of all Rollover Shares and Rollover ISOs at the Closing pursuant to this Agreement if such Rollover Shares and Rollover ISOs were instead treated as shares of Company Stock that are not Rollover Shares or Vested Options that are not Rollover ISOs, respectively, as determined in accordance with the Rollover Agreements.
Aggregate Rollover Amount means the sum of (i) $32,742,925, and (ii) any amount identified as the “Rollover Amount” in any Post-Signing Contribution Agreements that may be entered into by Post-Signing Equity Rollover Holders prior to the Closing in accordance with the terms of this Agreement.
Examples of Aggregate Rollover Amount in a sentence
The sum of (a) all amounts paid by the Cash Buyer to or on behalf of the Company, the Stockholders’ Representative and/or the Stockholders pursuant to Sections 2.2 and 2.4 and (b) the Aggregate Rollover Amount paid to the Rollover Stockholders through the issuance of Parent Buyer Shares pursuant to Section 2.2(b), are referred to herein as the “Purchase Price”.
For purposes of this Agreement, the “Cash Per Fully-Diluted Common Share” shall mean the quotient of (x) the sum of (A) the Merger Consideration, plus (B) the Aggregate Vested Option Exercise Price, minus (C) the Aggregate Preferred Amount, plus (D) the Aggregate Rollover Amount divided by (y) the Aggregate Fully-Diluted Shares.
More Definitions of Aggregate Rollover Amount
Aggregate Rollover Amount means an amount equal to $3,400,000 (which is the aggregate Rollover Amount for all Rollover Sellers).
Aggregate Rollover Amount means (A) the Blocker Rollover Amount plus (B) the aggregate sum of the Rollover Amounts of all Rollover Holders, plus (C) the aggregate sum of any Additional Rollover Amounts.
Aggregate Rollover Amount means $5,976,879. “Agreement” is defined in the preamble to this Agreement. “Allocation” is defined in Section 2.4(b).
Aggregate Rollover Amount has the meaning assigned to it in Section 1.04. “Agreement” has the meaning assigned to it in the Preamble of this Agreement. “Allocation Schedule” has the meaning assigned to it in Section 8.04(a). “Alternative Financing” has the meaning assigned to it in Section 7.07(b). “Ancillary Documents” means the Escrow Agreement and any statements, notices, certificates, other agreements or other instruments delivered in accordance with this Agreement (including any agreements or instruments to be delivered in connection with the transactions contemplated by Section 1.04 and the Restrictive Covenant Agreement entered into as of the date hereof among Purchaser and Sellers’ Representative in the form attached hereto as Exhibit D). “Announcement” has the meaning assigned to it in Section 7.03. “Anti-Corruption Laws” means Laws relating to anti-bribery or anti-corruption (governmental or commercial); including, without limitation, Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any Government Official, commercial entity, or any other person to obtain an improper business advantage; such as, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time, the UK Bribery Act of 2010 and all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions. “Anti-Money Laundering Laws” means Laws, rules or guidelines relating to money laundering, including, without limitation, financial recordkeeping and reporting requirements, such as, without limitation, the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 amending Directive (EU) 2015/849 (“AML 5”) and
Aggregate Rollover Amount means the aggregate amount equal to the sum of all Rollover amounts for all Rollover Shareholders.
Aggregate Rollover Amount means $5,976,879.
Aggregate Rollover Amount means the sum of the Rollover Amounts of each of the Participating Sellers as set forth on Schedule IV attached hereto.