Employee Rollover Agreement definition

Employee Rollover Agreement means a written agreement between Stile (or one of its Affiliates) and an officer or employee of the Company or its Subsidiaries in a form acceptable to the Board, (i) pursuant to which (A) Stile (or one of its Affiliates) has agreed to acquire, and such officer or employee has agreed to sell, that number of Common Shares held by such officer or employee stipulated in the agreement (if any) for consideration not exceeding C$40.20 per Common Share, which consideration consists of shares in the capital of Stile (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 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 Common Shares for cash pursuant to 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 Stile (or one of its Affiliates) as of the Effective Time.
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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 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;
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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 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;
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Examples of Employee Rollover Agreement in a sentence

  • Xxxxx 4,000 16,460 Schedule 1 to Employee Rollover Agreement ROLLOVER SHARES AND ROLLOVER SECURITIES Name of Rollover Investor Number of Rollover Shares Number of Rollover Securities Xxxxxx X.

  • Xxxxx 4,000 16,460 Schedule 1 to Employee Rollover Agreement ROLLOVER SHARES AND ROLLOVER SECURITIES Name of Rollover Investor Number of Rollover Shares Number of Rollover Securities Xxxxx X.

  • 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.

  • Xxxxxxxx 8,000 32,920 Schedule 2 to Employee Rollover Agreement POST-CLOSING EQUITY OWNERSHIP IN KANGAROO HOLDINGS, INC.

  • Xxxxxxxxxx 100,000 411,500 Schedule 1 to Employee Rollover Agreement ROLLOVER SHARES AND ROLLOVER SECURITIES Name of Rollover Investor Number of Rollover Shares Number of Rollover Securities Xxxxx Xxxxx 25,000 102,875 Schedule 1 to Employee Rollover Agreement ROLLOVER SHARES AND ROLLOVER SECURITIES Name of Rollover Investor Number of Rollover Shares Number of Rollover Securities Xxxxxx X.

  • Xxxxxx 2,000 8,230 Schedule 1 to Employee Rollover Agreement ROLLOVER SHARES AND ROLLOVER SECURITIES Name of Rollover Investor Number of Rollover Shares Number of Rollover Securities Xxxxxxx X.

  • Xxxxxxx 6,000 24,690 Schedule 1 to Employee Rollover Agreement ROLLOVER SHARES AND ROLLOVER SECURITIES Name of Rollover Investor Number of Rollover Shares Number of Rollover Securities Xxxx X.

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  • Like CaSE we also welcome the reports that the Home Secretary is to review the annual cap in the number of Tier 2 visas issued, and recommend too that PhD level roles are exempt from this in future, and that the arbitrary salary threshold level attached to visas should end (posts such as postdoctoral research associates and technicians often have salaries lower than is required).

  • The form of Employee Rollover Agreement to be entered into by officers and employees of Masonite that will participate in the proposed transaction has not been finalized.

Related to Employee Rollover Agreement

  • Company Employee Agreement means each management, employment, severance, consulting, relocation, repatriation or expatriation agreement or other Contract between the Company or any Company Affiliate and any Company Employee, other than any such management, employment, severance, consulting, relocation, repatriation or expatriation agreement or other Contract with a Company Employee which is terminable “at will” without any obligation on the part of the Company or any Company Affiliate to make any payments or provide any benefits in connection with such termination.

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

  • Prior Employment Agreement has the meaning set forth in the recitals hereto.

  • Plan Agreement means a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

  • Employee Agreement means each management, employment, severance, consulting, relocation, repatriation, expatriation, visas, work permit or other agreement, contract or understanding between the Company or any Affiliate and any Employee;

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Transition Agreement means the Transition Power Sales Agreement dated as of November 24, 1998, by and between Seller, Southern Energy, Southern Energy Bowline, L.L.C. and Southern Energy Xxxxxx, L.L.C.

  • Employment Agreement has the meaning specified in the recitals to this Agreement.

  • Employment Agreements shall have the meaning provided in Section 5.05.

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • Non-Compete Agreement means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

  • Severance Agreement means the Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Separation Plan means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.

  • Separation Agreement has the meaning set forth in the recitals to this Agreement.

  • Offer Letter means the letter given to the Trainee providing him/her with an offer to join Infosys after the successful completion of the Program as a full-time employee in the capacity of a systems engineer, subject to terms and conditions contained in the offer letter.

  • Noncompetition Agreement has the meaning stated in Section 2.1.

  • Participation Agreement means, with respect to each Indenture, the "Participation Agreement" referred to therein.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Benefit Arrangement means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

  • Stock Option Agreement means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

  • Fair-share agreement means an agreement between the public employer and the recog-

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Authorised Participant Agreement means, in respect of an Authorised Participant, the authorised participant agreement (as amended, supplemented, novated and/or replaced from time to time) entered into by the Issuer and such Authorised Participant.

  • Salary Reduction Agreement means an agreement between a dis- trict and an employee to reduce the employee’s salary for the pur- pose of making direct contributions to or purchases of a qualified investment product. Art. 6228a-5, Sec. 4(5), Tex. Rev. Civ. Stat.