Rollover RSU definition

Rollover RSU means any RSU other than a Cash-Out RSU that is outstanding immediately prior to the Effective Time.

Rollover RSU has the meaning set forth in Section 2.4(a).

Rollover RSU means any Company RSU granted on or after January 1, 2017 that does not provide for automatic vesting upon the consummation of the transactions contemplated by this Agreement.

Examples of Rollover RSU in a sentence

• Each Rollover RSU shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding Company RSU immediately prior to the Effective Time, subject to the adjustments required by this Section 2.4(a) after giving effect to the Merger.

• The payment of the Company RSU Consideration and the Rollover RSU Award shall be subject to withholding for all Taxes required by Applicable Law.

• Each Company Rollover RSU outstanding immediately prior to the Effective Time shall be converted into a restricted stock unit, subject to substantially the same terms and conditions as were applicable under such Company Rollover RSU, with respect to the number of shares of Parent Common Stock determined by multiplying the total number of Shares deliverable under such Company Rollover RSU as of immediately prior to the Effective Time by the Exchange Ratio (rounded to the nearest whole share).

• As soon as reasonably practicable after the Effective Time, but in no event later than five (5) Business Days following the Effective Time, Parent shall deliver to each holder of any Rollover RSU or Company Option treated in accordance with Section 3.3(a)(ii) (each such Rollover RSU or Company Option, a “Company Assumed Award”) an appropriate notice setting forth such holder’s rights pursuant to such Company Assumed Award.

• From and after the Effective Time, each Substitute RSU shall be subject to the same vesting conditions and payment terms as were applicable to such Rollover RSU immediately prior to the Effective Time, and the terms set forth in Section 7.1(a)(iv) of the Company Disclosure Letter.

More Definitions of Rollover RSU

Rollover RSU means the restricted stock units covering Class A Stock resulting from the automatic conversion at the effective time of the First Merger of Matterport RSUs in accordance with the terms of the Merger Agreement.

Rollover RSU has the meaning specified in Section 2.7(a).

Rollover RSU means any Company RSU or Company Performance Share that, in either case, is not a Cash-Out RSU.

Rollover RSU means any Company RSU granted pursuant to and in accordance with Section 7.1(a)(iv) of the Company Disclosure Letter.

Rollover RSU means any Company RSU or Company Performance Share that, in either case, is not a Cash-Out RSU. “RSU Exchange Ratio” means the sum of (i) the quotient of (A) the Exchange Ratio over the (B) the ADS Ratio plus (ii) the quotient of (A) the Per Share Cash Consideration over (B) the closing price of one Parent ADS on the last trading date preceding the Closing Date as reported on the NYSE. “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, more than 50% of the equity interests of which) is owned directly or indirectly by such first person. For the avoidance of doubt, neither the Company nor any Company Subsidiaries shall be deemed to be a subsidiary of Parent or any of the Parent Subsidiaries for any purposes under this Agreement. “Tax Return” means all Tax returns, declarations, statements, reports, schedules, forms and information returns, in each case relating to Taxes and filed or required to be filed with a Governmental Entity, and any amendments thereof. “Taxes” means all taxes, customs, tariffs, imposts, levies, duties, fees or other like assessments or charges of any kind (in each case, imposed by a Governmental Entity and in the nature of a tax), together with all interest, penalties and additions imposed with respect to such amounts. “Tobacco Litigation” means the United States v. Xxxxxx Xxxxxx, et al., No. 99-02496 (D.D.C.) and any other Actions or Judgments regarding any health or other impacts or alleged health or other impacts, including impacts cognizable under the Racketeer Influenced and Corrupt Organizations Act, from the development, manufacture, distribution, sale, advertising, marketing and/or use of any tobacco product 81 (including products that are derived from tobacco, such as products containing tobacco-derived nicotine), including for the avoidance of doubt any and all Actions or Judgments regarding the presence of or exposure to smoke from any tobacco product. SECTION 9.04.

Rollover RSU means each Company RSU that vests solely on a time basis and that is scheduled to vest in the ordinary course on or after January 1, 2018.

Rollover RSU has the meaning ascribed thereto in Section 3.1(c)(i) of this Plan of Arrangement;