Company DSUs. Effective as of immediately prior to the Effective Time, each Company DSU that is outstanding immediately prior to the Effective Time shall automatically be canceled and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the total number of shares of Company Stock then underlying such Company DSU multiplied by (ii) the Merger Consideration, without any interest thereon and subject to all applicable withholding.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Time Inc.), Agreement and Plan of Merger (Meredith Corp)
Company DSUs. Effective as of immediately prior to the Effective Time, each Each Company DSU that is outstanding immediately prior to the Effective Time shall automatically be canceled and converted converted, without any action on the part of any holder thereof, into the right to receive from the Surviving Corporation an amount of a cash payment equal to the product of (i) the total number of shares of Company Stock then underlying such Company DSU multiplied by (ii) the Merger Consideration, without any interest thereon and subject to all applicable withholding. Any such payment shall be paid in a lump sum at the Effective Time in a manner consistent with the requirements of Section 409A of the Code.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)
Company DSUs. Effective as of immediately prior to the Effective Time, each all Company DSU that is DSUs (whether vested or unvested) outstanding immediately prior to the Effective Time shall automatically be canceled and each such Company DSU shall be converted into the right to receive from the Surviving Corporation an amount of cash cash, without interest and subject to any applicable Tax withholding in accordance with Section 2.11, equal to the product of (i) the total number of shares of Company Stock then underlying such Company DSU multiplied by (ii) the Merger Consideration, without any interest thereon and subject to all applicable withholding.
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