Arrangement Deferred Share Units Clause Samples
The 'Arrangement Deferred Share Units' clause establishes the terms under which deferred share units (DSUs) are issued or managed as part of a corporate arrangement, such as a merger or acquisition. Typically, this clause outlines how existing DSUs held by employees or directors will be treated—whether they are converted, replaced, or paid out—when the arrangement is completed. For example, it may specify that DSUs will be exchanged for equivalent value in shares of the acquiring company or settled in cash. The core function of this clause is to ensure that holders of DSUs are treated fairly and consistently during significant corporate changes, thereby providing clarity and protecting the interests of stakeholders with deferred compensation.
Arrangement Deferred Share Units. (a) For all purposes under the Plan, the date on which an Arrangement Deferred Share Unit is granted for purposes of the Plan shall be deemed to be the date of the grant of the Outstanding Deferred Share Unit for which such Arrangement Deferred Share Unit was exchanged as part of the Plan of Arrangement and, except as set out herein or in the Plan of Arrangement and with such adjustments as the circumstances require, the Arrangement Deferred Share Unit shall be deemed (unless otherwise determined by the Board) to have the same terms and conditions (including vesting and expiration) as the Outstanding Deferred Share Unit for which such Arrangement Deferred Share Unit was exchanged as part of the Plan of Arrangement.
(b) Notwithstanding anything contained herein to the contrary, (unless otherwise determined by the Board) all Arrangement Deferred Share Units issued to Arrangement Departing Participants shall immediately vest and the underlying Shares shall be issued to the holder of such Arrangement Deferred Share Units as soon as practicable by the Company following the Arrangement Effective Date (provided that the Company may establish a schedule for the settlement of Arrangement Deferred Share Units to ensure the orderly sale of Shares in the markets to satisfy tax withholding obligations), which Arrangement Deferred Share Units shall then be cancelled.