Company PSU Awards. At the Initial Company Merger Effective Time, to the extent provided for in the applicable award agreement as in place at the Initial Company Merger Effective Time, each Company PSU that is outstanding immediately prior to the Initial Company Merger Effective Time shall automatically, by virtue of the occurrence of the Closing, (i) vest immediately prior to the Initial Company Merger Effective Time (including, for the avoidance of doubt, with respect to any dividend equivalents credited with respect to such Company PSUs that remain unpaid as of the Initial Company Merger Effective Time), based on the attainment of the applicable performance metrics at the maximum level of performance (which, for the avoidance of doubt, shall be equal to 200% of the Target Units (as such term is defined in the applicable award agreement)), in accordance with the terms of the Company Equity Plan and applicable award agreements in effect as of the Initial Company Merger Effective Time, and (ii) be cancelled and converted into the right to receive, without interest, the Class A Merger Consideration with respect to each share of Company Class A Common Stock subject to such Company PSU (including any dividend equivalents credited with respect to such Company PSUs that remain unpaid as of the Initial Company Merger Effective Time) (the “PSU Consideration”). No fractional share of Parent Class A Common Stock shall be issued as part of the PSU Consideration, and any such fractional share of Parent Class A Common Stock shall instead be paid in cash in accordance with Section 3.5(h).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Earthstone Energy Inc), Agreement and Plan of Merger (Permian Resources Corp), Agreement and Plan of Merger (Earthstone Energy Inc)
