Restricted Stock Unit Awards. Each Xxxxxxx Controls Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Xxxxxxx Controls Restricted Stock Unit Award and an Adient Restricted Stock Unit Award as described below:
Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:
Restricted Stock Unit Awards. 8.1 Authority to Grant RSU Awards 11 8.2 RSU Award 11 8.3 RSU Award Agreement 12 8.4 Dividend Equivalents 12 8.5 Form of Payment Under RSU Award 12 8.6 Time of Payment Under RSU Award 12
Restricted Stock Unit Awards. Each Pentair Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Pentair Restricted Stock Unit Award and an nVent Restricted Stock Unit Award as described below:
Restricted Stock Unit Awards. Each Parent RSU Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows:
Restricted Stock Unit Awards. Each Parent Restricted Stock Unit shall, as of the Distribution Date automatically and without any action on the part of the holder thereof, be converted into a number of SpinCo Restricted Stock Units equal to the number of units of Parent Restricted Stock Units multiplied by the Equity Exchange Ratio, with the resulting number of units being rounded up to the nearest whole unit, subject to restrictions and other terms and conditions terms and conditions substantially identical to those that applied to the Parent Restricted Stock Units immediately before the Pre-Spin Transition Date.
Restricted Stock Unit Awards. As of the Merger Effective Time and by virtue of the Merger, each unvested Legacy Parkway Restricted Stock Unit Award shall be assumed and converted into a restricted stock unit award covering that number of shares of Cousins Common Stock determined under Section 2.5(b)(ii) of the Merger Agreement (a “Cousins Restricted Stock Unit Award”). For the avoidance of doubt, the number of shares of Cousins Common Stock subject to a Cousins Restricted Stock Unit Award shall have been adjusted by the Exchange Ratio pursuant to the Merger prior to further adjustment pursuant to this Section 4.04. Prior to the Distribution Date, to be effective as of the Distribution Effective Time, the Board of Directors of Cousins (or an applicable committee thereof) shall, and shall cause the Board of Directors of New Parkway to, adopt resolutions or take such other actions as may be required to effect the following with respect to the Cousins Restricted Stock Unit Awards held by Transferring Parkway Employees (each, a “Legacy Stock Unit Award”):
Restricted Stock Unit Awards. Effective Immediately after the Distribution Date, each Award of Restricted Stock Units (RSUs) regardless of the date of grant under the Acuity Stock Incentive Plan for all Transferred Individuals, except for Transferred Individuals who have terminated employment prior to the Distribution Date shall be converted to RSUs for SpinCo Common Stock with the same material terms and conditions under the SpinCo Stock Incentive Plan and shall be transferred to the recordkeeper for the SpinCo Stock Incentive Plan. The RSUs for Acuity Common Stock shall be converted to RSUs for SpinCo Common Stock by crediting the Transferred Individual with a number of RSUs for SpinCo Common Stock equal to the fair market value of the RSUs for Acuity Common Stock on the Distribution Date. SpinCo shall be the obligor with respect to such RSUs and shall be solely responsible for all RSU Awards under the SpinCo Stock Incentive Plan, including, but not limited to, recordkeeping, administrative costs and fees, payroll taxes, plan maintenance, and related tax filings. The RSUs held by Transferred Individuals who have terminated employment prior to the Distribution Date shall not be converted to RSUs for SpinCo Common Stock and shall remain RSUs for Acuity Common Stock.
Restricted Stock Unit Awards. Following the Closing, SPI shall, and Buyer shall cause SPI to (i) send, upon or within 15 Business Days after the Closing Date, an RSU acknowledgement in the form attached hereto as Exhibit A (the “RSU Acknowledgement”) to each holder of a Restricted Stock Unit Award listed on Schedule 6.06 (each, an “RSU Holder”) and (ii) pay from the Aggregate RSU Amount, on the 45th day following the Closing Date (or if such date is not a Business Day, the first Business Day thereafter) (in any case, the “RSU Settlement Date”), to each RSU Holder who has delivered an executed RSU Acknowledgement back to SPI on or prior to the fifth day prior to the RSU Settlement Date, the amounts listed next to the name of such RSU Holder on Schedule 6.06 (subject to applicable tax withholding requirements). Seller shall have taken all action necessary or desirable to ensure that all Restricted Stock Unit Awards shall terminate upon the Closing and, except as expressly provided in this Section 6.06, RSU Holders shall have no rights or interest in Restricted Stock Unit Awards thereafter, other than the right to receive the amount listed next to such RSU Holders’ name on Schedule 6.06. Notwithstanding the foregoing, payments to RSU Holders pursuant to this Section 6.06 shall be subject to and conditioned upon the RSU Holder’s execution and delivery of an RSU Acknowledgement in accordance herewith; in no event shall SPI pay any portion of the Aggregate RSU Amount to any RSU Holder who has not delivered to SPI an executed RSU Acknowledgement. All payments made by SPI at any time relating to or in connection with a claim by any Person to rights under any Restricted Stock Unit Awards shall be offset by the remaining Aggregate RSU Amount until the remaining Aggregate RSU Amount is zero, and thereafter such amounts shall be indemnifiable Losses pursuant to Article VII and Seller shall be responsible for and shall pay any such amounts.
Restricted Stock Unit Awards. Each New Senior RSU Award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will vest in full (based on the maximum number of shares of New Senior Common Stock subject to the New Senior RSU Award, if such award is subject to performance-based vesting conditions) and be canceled and converted into a number of shares of Ventas Common Stock, less applicable withholdings, equal to the product of (i) the number of shares of New Senior Common Stock subject to the New Senior RSU Award and (ii) the Exchange Ratio, plus a cash payment for any accrued and unpaid dividends corresponding to such New Senior RSU Award.
