Rollover Spreadsheet means a spreadsheet that shall be delivered by the Company to SPAC pursuant to Section 3.01(b) at least five (5) Business Days prior to the Closing, which shall set forth, in accordance with the Calculation Methodology, (i) the number of Holdco Common Shares subject to each Company Option (including the exercisable portion as of the date of Closing) after the conversion of such Company Option in accordance with Section 3.04(a) and the applicable exercise price, (ii) the number of Holdco Common Shares subject to Company RSUs after conversion of such Company RSUs in accordance with Section 3.04(b), (iii) the number of Holdco Common Shares subject to Company Restricted Shares after conversion of such Company Restricted Shares in accordance with Section 3.04(c), and (iv) the number of Holdco Common Shares for which each Company Warrant held by a particular holder of Company Warrants thereof is exercisable after the conversion of such Company Warrant in accordance with Section 3.04(d) and the applicable exercise price.

Rollover Spreadsheet means a spreadsheet setting forth (a) with respect to each Company Option, (i) the number of shares of HoldCo Common Stock for which such Company Option is exercisable after the replacement of such Company Option with a Holdco Option in accordance with Section 3.5(a), (ii) the holder thereof and (iii) the applicable exercise prices of such Holdco Option after giving effect to any adjustment thereof in connection with the replacement of such Company Option with a Holdco Option in accordance with Section 3.5(a) and (b) with respect to each Company Restricted Share, (i) the holder thereof and (ii) the number of HoldCo Restricted Shares to be received in respect thereof upon the replacement of such Company Restricted Share with a HoldCo Restricted Share in accordance with Section 3.4(c).

Rollover Spreadsheet means a spreadsheet that will be delivered by the Company to SPAC pursuant to Section 3.01(a), which shall set forth the Company’s good faith calculations of the following: (a) for each holder of Company Options that is not a Company In-the-Money Vested Option, the number of shares of SPAC Common Stock subject to the Company Options held by such holder (including the exercisable portion as of immediately following the Effective Time) after conversion of such Company Options in accordance with Section 3.01(c)(ii) and the applicable exercise prices; and (b) for each holder of Company RSUs that is outstanding immediately prior to the Effective Time, the number of shares of SPAC Common Stock subject to the Company RSUs held by such holder after conversion of such Company RSUs in accordance with Section 3.01(c)(iii).”

Examples of Rollover Spreadsheet in a sentence

In issuing all consideration pursuant to this Agreement, Parent will be entitled to rely fully on the information set forth in the Payment Spreadsheet and the Rollover Spreadsheet, absent manifest error.
As of the Effective Time, each such Parent RSU as so assumed and converted will be for that number of shares of Parent Class A Stock set forth in the Rollover Spreadsheet.
The Company’s good faith allocations and calculations set forth in the Payment Spreadsheet and Rollover Spreadsheet will be binding on all parties and will be used by Parent for purposes of issuing all consideration in accordance with this Agreement, absent manifest error.

More Definitions of Rollover Spreadsheet

Rollover Spreadsheet means a spreadsheet that shall be delivered by the Company to SPAC pursuant to Section 3.01(b) at least five (5) Business Days prior to the Closing, which shall set forth (a) the number of Holdco Ordinary Shares for which each Company Option held by a particular Company optionholder thereof is exercisable after the conversion of such Company Option in accordance with Section 3.04(a) and the applicable exercise price and (b) the number of Holdco Restricted Shares to be received by each holder upon conversion of the Company Restricted Shares in accordance with Section 3.04(b).

Rollover Spreadsheet means a spreadsheet that shall be delivered by the Company to SPAC for SPAC’s reasonable review and comment pursuant to Section 3.1(c), which shall set forth (a) the number of HoldCo Ordinary Shares for which each Company Option is exercisable after the replacement of such Company Option with a Holdco Option in accordance with Section 3.4(a) (b) the holder thereof and (c) the applicable exercise prices of each Company Option and each Holdco Option, (ii) the number of HoldCo Restricted Shares to be received by each holder upon replacement of the Company Restricted Stock in accordance with Section 3.4(b), and (iii) in respect of any Company Warrants that have been replaced by equivalent warrants issued by HoldCo pursuant to Section 3.4(a), the number of HoldCo Ordinary Shares upon exercise and the applicable exercise price.

Rollover Spreadsheet means a spreadsheet that will be delivered by the Company to Parent pursuant to Section 2.06(a), which will set forth the Company’s good faith calculations of the following: (a) for each holder of Company Options that is not a Company In-the-Money Vested Option, the number of shares of Parent Class A Stock subject to the Company Options held by such holder (including the exercisable portion as of immediately following the Effective Time) after conversion of such Company Options in accordance with Section 2.10(a) and Section 2.10(b) and the applicable exercise prices; and (b) for each holder of Company RSUs that is unvested and outstanding immediately prior to the Effective Time, the number of shares of Parent Class A Stock subject to the Company RSUs held by such holder after conversion of such Company RSUs in accordance with Section 2.10(c).”

Related to Rollover Spreadsheet

Consideration Spreadsheet has the meaning set forth in Section 2.16(a).
Spreadsheet has the meaning set forth in Section 6.8.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.
SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of June 30, 2018, as presented in the Information Statement made available to the Record Holders.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Closing Date Balance Sheet has the meaning specified in Section 2.7.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).
Rollover Notification Date shall be defined as set forth in the Prospectus under "Summary of Essential Information."
Rollover Notice shall have the meaning ascribed thereto in Section 5.2.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Pro Forma Balance Sheet as defined in Section 4.1(a).
Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.
Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.
Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;
Interim Balance Sheet has the meaning set forth in Section 3.06.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

Rollover Spreadsheet definition

Filter & Search

Related Definitions

Related to Rollover Spreadsheet