Company Restricted Stock Unit Awards. As of the Effective Time, by virtue of the Merger and without any action on the part of the Parties or any holders thereof, each outstanding restricted stock unit award (other than a Company Deferred Stock Unit Award) in respect of shares of Company Common Stock granted under the Company Equity Plans (each, a “Company Restricted Stock Unit Award”) that is outstanding as of immediately prior to the Effective Time shall vest in full (if not already vested) (it being acknowledged that any Company Restricted Stock Unit Award subject to performance-based vesting terms (each, a “Company Performance Stock Unit Award”) shall vest at the greater of (1) 100% of the target number of shares of Company Common Stock subject to such Company Performance Stock Unit Award as of immediately prior to the Effective Time and (2) the number of shares of Company Common Stock subject to such Company Performance Stock Unit Award as of immediately prior to the Effective Time that is eligible to be paid to the holder based on actual performance as determined as of the last trading day immediately prior to the Effective Time pursuant to the terms of the Company Equity Plans and the award agreement entered into thereunder evidencing such Company Performance Stock Unit Award). Each Company Restricted Stock Unit Award shall be assumed by Parent and shall be converted into a stock unit award with respect to a number of whole shares of Parent Common Stock (rounded to the nearest whole share) (each, a “Parent Restricted Stock Unit Award”) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit Award as of immediately prior to the Effective Time and (ii) the Exchange Ratio. The amount of any cash dividends or other distributions previously credited (but not paid) to the holder thereof in respect of such Company Restricted Stock Unit Award shall be paid to the holder thereof in cash within ten Business Days following the Effective Time. Except as otherwise provided in this Section 2.4(c), each Company Restricted Stock Unit Award assumed and converted into a Parent Restricted Stock Unit Award pursuant to this Section 2.4(c) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Restricted Stock Unit Award as of immediately prior to the Effective Time, and shall be settled on the same settlement date or dates applicable to such Company Restricted Stock Unit Award. In co...
Company Restricted Stock Unit Awards. (i) At the Effective Time, except as provided in Section 1.08(b)(ii), each outstanding restricted stock unit award with respect to a share of Company Common Stock that is not a Company Performance Share Unit Award or a Company Phantom Share Unit (each, a “
Company Restricted Stock Unit Awards. The Parties acknowledge that, as of the date hereof, awards of 2,141,101 restricted stock units representing Company Common Stock, whether subject to time-based or performance-based vesting conditions, (“Company RSU Awards”) have been granted and have not yet vested under a Company Benefit Plan.
Company Restricted Stock Unit Awards. Separately from the Amalgamation but as of the Amalgamation Effective Time, each Restricted Stock Unit Award outstanding immediately prior to the Amalgamation Effective Time shall be assumed by PubCo and converted into an award of restricted share units representing the right to receive PubCo Shares (each, a “Converted RSU Award”) under the applicable PubCo Equity Plan in substantially the form attached hereto as Exhibit I (the “PubCo Equity Plans”). Each Converted RSU Award will have and be subject to substantially the same terms and conditions (including vesting, settlement and termination-related terms) as were applicable to such Restricted Stock Unit Award immediately prior to the Amalgamation Effective Time, except that each Converted RSU Award will represent the right to receive that number of PubCo Shares equal to the product (rounded down to the nearest whole number) of (A) the number of Company Shares subject to the Restricted Stock Unit Award immediately before the Amalgamation Effective Time multiplied by (B) the Exchange Ratio.
Company Restricted Stock Unit Awards. At the Effective Time, each Company Restricted Stock Unit Award outstanding as of immediately prior to the Effective Time shall be treated as follows:
Company Restricted Stock Unit Awards. At the Effective Time, each Vested Company Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall, without any action on the part of Parent, the Company or the holder thereof, in accordance with the terms of the applicable award agreement, be cancelled, and the holder of such Vested Company Restricted Stock Unit Award shall then be entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, subject to required Tax withholdings, equal to the product obtained by multiplying (i) the Per Share Price by (ii) the full number of shares of Company Common Stock covered by such Vested Company Restricted Stock Unit Award; provided, that, insofar as any Company Restricted Stock Unit Award (or portion thereof) is not vested, or by the terms of the applicable award agreement would not vest in connection with the consummation of the Transaction (and therefore is not a Vested Company Restricted Stock Unit Award), such Company Restricted Stock Unit Award (or such portion thereof) shall without any action on the part of Parent, the Company or the holder thereof, be canceled and extinguished without payment of any consideration therefor and without any further action on the part of the Company. The Surviving Corporation shall pay the amounts due pursuant to this Section 2.8(b) (the “RSU Consideration”), through its payroll system, as promptly as practicable following the Closing Date, but in no event more than three (3) Business Days following the Closing Date.
Company Restricted Stock Unit Awards. Effective immediately prior to the Company Merger Effective Time, each award of restricted stock units (whether vested or unvested) (each, a "Company RSU Award") that is outstanding immediately prior to the Company Merger Effective Time shall be cancelled, with the holder of each such Company RSU Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to (i) the number of Company Shares subject to the Company RSU Award immediately prior to the Company Merger Effective Time multiplied by (ii) the Per Company A Share Merger Consideration (less any applicable income and employment withholding Taxes).
Company Restricted Stock Unit Awards. At the Effective Time, each restricted stock unit award in respect of shares of Company Common Stock granted by the Company (a “Company RSU Award”) that is outstanding immediately prior to the Effective Time shall be cancelled and, subject to Parent’s receipt of an RSU surrender agreement in the form set forth in Section 1.7(c) of the Company Disclosure Schedules, the holder shall be entitled to receive on the Closing Date, a cash payment, without interest and less applicable withholding taxes, with respect thereto equal to the product of (i) the number of shares of Company Common Stock subject to the Company RSU Award as of immediately prior to the Effective Time and (ii) the Merger Consideration Value. “Merger Consideration Value” has the same meaning as provided in Section 1.7(a).
Company Restricted Stock Unit Awards. At the Effective Time, each restricted stock unit award in respect of shares of Company Common Stock granted by the Company (a “Company RSU Award”) that is outstanding immediately prior to the Effective Time shall be cancelled and, subject to Parent’s receipt of an RSU surrender agreement in the form set forth in Section 1.7(c) of the Company Disclosure Schedules, the holder shall be entitled to receive on the Closing Date, a cash payment, without interest and less applicable withholding taxes, with respect thereto equal to the product of (i) the number of shares of Company Common Stock subject to the Company RSU Award as of immediately prior to the Effective Time and (ii) the Merger Consideration Value. “Merger Consideration Value” has the same meaning as provided in Section 1.7(a) of this Agreement. (d) At or prior to the Effective Time, the Company, the Board of Directors of the Company and its Compensation Committee, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the provisions of this Section 1.7. 1.8
Company Restricted Stock Unit Awards. (i) At the Effective Time, each Company Restricted Stock Unit Award that is vested and outstanding immediately prior to the Effective Time shall, in each case, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, automatically be canceled, with the holder of such Company Restricted Stock Unit Award becoming entitled to receive in full satisfaction of the rights of such holder with respect thereto, an amount in cash equal to the product obtained by multiplying (A) the Per Share Price, by (B) the number of Company Ordinary Shares covered by such Company Restricted Stock Unit Award immediately prior to the Effective Time, less any applicable Tax withholdings pursuant to Section 2.12 (the “RSU Consideration”). The Surviving Company shall pay the RSU Consideration as promptly as practicable following the Closing Date, but no later than the second regularly scheduled payroll date following the Closing Date, pursuant to the Company Group’s ordinary payroll processes (or, in the case of holders of Company Restricted Stock Unit Awards who are not current or former employees, pursuant to the Company Group’s ordinary payment practices with respect to such individuals), and, if applicable, subject to Section 2.8(d) of this Agreement.
