Common use of Company Restricted Stock Units Clause in Contracts

Company Restricted Stock Units. At the Effective Time of the First Merger, each Company Restricted Stock Unit then outstanding shall be assumed by Parent (each, an “Assumed RSU”). Subject to, and in accordance with, the terms of the applicable Company Stock Plan and any applicable award or other agreement, each Assumed RSU shall be converted into the right to receive the number of shares of Parent Common Stock (or an amount in respect thereof for cash settled Company Restricted Stock Unit) equal to the number of shares of Company Common Stock subject to the Company Restricted Stock Unit multiplied by the Stock Award Exchange Ratio (rounded down to the nearest whole number of shares of Parent Common Stock). Each Company Restricted Stock Unit shall have the same terms and conditions as were in effect immediately prior to the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed (i) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to performance based vesting conditions prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of the First Merger to the forfeiture of shares of Company Common Stock subject to the Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent upon the same terms and conditions in effect immediately prior to the Effective Time of the First Merger, except that the shares forfeitable pursuant to such rights shall be appropriately adjusted to reflect the Stock Award Exchange Ratio.

Company Restricted Stock Units. At No later than five (5) Business Days prior to the Closing Date and conditioned upon the occurrence of the Effective Time of the First MergerTime, each holder of an outstanding Company Restricted Stock Unit then outstanding shall be assumed by Parent (each, an “Assumed RSU”). Subject to, and in accordance with, the terms of the applicable Company Stock Plan and any applicable award or other agreement, each Assumed RSU shall be converted into the right make an election whether to receive (i) the number Merger Consideration (including cash in lieu of shares fractional shares) for each share of Parent Company Common Stock subject to each outstanding Company RSU, (or an amount in respect thereof for ii) cash settled Company Restricted Stock Unit) equal to the product of (A) the number of shares of Company Common Stock subject to a Company RSU immediately prior to the Effective Time and (B) (I) the Closing Date Stock Price multiplied by (II) the Exchange Ratio or (iii) a combination thereof, subject to withholding taxes as provided below; provided, however, that the foregoing shall not apply to the outstanding Company RSUs awarded under Company RSU Agreements that do not provide for such an election, and each holder of such Company RSUs shall receive the Merger Consideration (including cash in lieu of fractional shares) for each share of Company Common Stock subject to such Company RSUs held by such holder, after giving effect to the adjustment to the number of Company RSUs subject to applicable Company RSU Agreement in connection with the Merger pursuant to the terms thereof, subject to withholding taxes as provided below. As of the Effective Time, each outstanding Company RSU shall fully vest, and such shares of Parent Common Stock or cash, as elected by the holder thereof if applicable, shall be paid or delivered by the Company Restricted or Parent, as applicable, in accordance with the applicable Company RSU Agreement, subject to withholding taxes; provided, however, that, in connection with such delivery of shares of Parent Common Stock Unit multiplied by to each holder of a Company RSU that will receive the Stock Award Exchange Ratio (rounded down to Merger Consideration in respect of such Company RSU in accordance with the nearest whole foregoing, Parent shall withhold from such holder a number of shares of Parent Common Stock (valued at the Closing Date Stock Price) sufficient to cover any withholding taxes required in connection with such delivery in lieu of requiring such holder to pay such withholding taxes in cash. Upon the payment of such cash and/or delivery of such Parent Common Stock). Each , each Company Restricted Stock Unit RSU and related Company RSU Agreement shall terminate, and the holder of such Company RSU thereof shall have no further right or claim thereunder. Upon the same terms and conditions payment of cash or delivery of Parent Common Stock as were in effect immediately prior to set forth above for all outstanding Company RSUs, the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed (i) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to performance based vesting conditions prior to the date of this Agreement and that Plan shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of the First Merger to the forfeiture of shares of Company Common Stock subject to the Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent upon the same terms and conditions in effect immediately prior to the Effective Time of the First Merger, except that the shares forfeitable pursuant to such rights shall be appropriately adjusted to reflect the Stock Award Exchange Ratioterminate.

Company Restricted Stock Units. At (i) Immediately prior to the First Merger Effective Time Time, with respect to each restricted stock unit award with respect to shares of Company Common Stock outstanding under any Company Stock Plan that (x) vests solely based on the passage of time (each, a “Company RSU Award”) and (y) pursuant to its terms as in effect as of the date hereof, provides for automatic accelerated vesting upon the consummation of the transactions contemplated by this Agreement, the restrictions and vesting conditions applicable to such Company RSU Award shall lapse and each such Company RSU Award shall, by virtue of the First Merger, each Company Restricted Stock Unit then outstanding shall be assumed by Parent (each, an “Assumed RSU”). Subject to, Merger and in accordance with, without any action on the terms part of the applicable Company Stock Plan and any applicable award or other agreementholder thereof, each Assumed RSU shall be converted as of the First Merger Effective Time into the right to receive receive, with respect to each share of Company Common Stock underlying such Company RSU Award, the Merger Consideration plus a cash amount equal to the accrued but unpaid dividend equivalent rights relating to such Company RSU Award (with the aggregate amount of Merger Consideration and the applicable dividend equivalent right amounts in respect of all shares of Company Common Stock underlying a Company RSU Award or a Company PSU Award (as defined below), as applicable, the “Award Consideration”). The Award Consideration, less applicable Tax withholdings, shall be paid or provided by Parent as soon as practicable following the Closing Date, but in no event later than five (5) Business Days following the Closing Date. Applicable Tax withholdings with respect to the Award Consideration first shall reduce the cash portion of the Award Consideration and then shall reduce the Parent Common Stock portion of the Award Consideration, with the value of any Tax withholdings that reduce the number of shares of Parent Common Stock (or an amount in respect thereof for cash settled Company Restricted Stock Unit) equal deliverable pursuant to the number of shares of Company Common Stock subject to the Company Restricted Stock Unit multiplied by the Stock Award Exchange Ratio (rounded down to the nearest whole number of shares of Parent Common Stock). Each Company Restricted Stock Unit shall have the same terms and conditions as were in effect immediately prior to the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed (i) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to performance based vesting conditions prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except 2.07(b)(i) to the extent required by the terms of any such Company Restricted Stock Unit as in effect be based on the date hereof. Copies of the relevant agreements governing such Company Restricted Parent Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of the First Merger to the forfeiture of shares of Company Common Stock subject to the Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent upon the same terms and conditions in effect immediately prior to the Effective Time of the First Merger, except that the shares forfeitable pursuant to such rights shall be appropriately adjusted to reflect the Stock Award Exchange RatioPrice.

Company Restricted Stock Units. At the Effective Time of the First MergerTime, each award of Company Restricted Stock Unit then Units (or portion thereof) that is outstanding shall and unvested immediately prior to the Effective Time (and does not vest as a result of the consummation of the transactions contemplated hereby) shall, by virtue of the Merger, be assumed by Parent (each, an “Assumed RSU”). Subject to, and in accordance with, the terms of the applicable Company Stock Plan and any applicable award or other agreement, each Assumed RSU shall be converted into the right to receive the The number of shares of Parent Common Stock (or an amount in respect thereof for cash settled Company Restricted Stock Unit) subject to each Assumed RSU shall be equal to the product of (x) the number of shares of Company Common Stock subject to the underlying such unvested Company Restricted Stock Unit award as of immediately prior to the Effective Time multiplied by (y) the Stock Award Exchange Ratio (with the resulting number, rounded down to the nearest whole number of shares of Parent Common Stockshare). Each Company Restricted Stock Unit shall have Except as otherwise agreed to by Parent and a holder of such Assumed RSUs, such Assumed RSUs will be subject to substantially the same terms and conditions as were in effect applied to the related award of Company Restricted Stock Units immediately prior to the Effective Time of Time, including the First Merger other than with respect to those same vesting schedule applicable thereto. Any Company Restricted Stock Units listed Unit (ior portion thereof) in Section 5.9(c)(ithat is not an Assumed RSU (each, a “Cancelled RSU”) shall, by virtue of the Company Disclosure Schedule that were subject to performance based vesting conditions prior to the date of this Agreement Merger and that shall be deemed issued and vested in their entirety at the Effective Time direction of the First Merger Parent (which is hereby given pursuant to this Agreement), be cancelled and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, terminated and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according an amount in cash, without interest, with respect to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of the First Merger to the forfeiture of shares each share of Company Common Stock subject underlying such Cancelled RSU, equal to the Merger Consideration, except as may otherwise be required by Section 409A of the Code, in which case such Company Restricted Stock Unit shall be assigned treated as an Assumed RSU. The holder of each Cancelled RSU shall, with respect to Parent in the First Merger and shall thereafter be held by Parent upon the same terms and conditions in effect immediately prior to each share of Company Common Stock underlying such Cancelled RSU, receive at the Effective Time of from the First MergerCompany, except that or as soon as practicable thereafter (but in no event later than the shares forfeitable pursuant Company’s first full payroll after the Effective Time) from the Surviving Corporation, an amount in cash equal to such rights shall be appropriately adjusted to reflect the Stock Award Exchange RatioMerger Consideration.

Company Restricted Stock Units. Between the Agreement Date and the Closing, the Company will issue Company restricted stock units having an aggregate value of not greater than $15,000,000 (calculated based on the Common Per Share Consideration) (the “Company Restricted Stock Units”) under the Company 2013 Equity Incentive Plan, subject to the prior review and approval of the Acquirer, such approval not to be unreasonably denied. The Company Restricted Stock Units will have a vesting schedule that conforms with the vesting schedule used for other Acquirer restricted stock units. At the Effective Time of the First MergerTime, each Company Restricted Stock Unit then held by a Continuing Employee that is unexpired, unexercised and outstanding shall as of the Effective Time, whether vested or unvested, shall, on the terms and subject to the conditions set forth in this Agreement, be assumed by Parent (eachAcquirer. Each such Company Restricted Stock Unit so assumed by Acquirer under this Agreement shall continue to have, an “Assumed RSU”). Subject and be subject to, the same terms and in accordance withconditions (including, if applicable, the vesting arrangements and other terms of and conditions set forth in the plan under which such Company Restricted Stock Units were issued and the applicable Company Stock Plan and any applicable award notice of grant of stock unit or other applicable agreement) as are in effect immediately prior to the Effective Time, each Assumed RSU except that such Company Restricted Stock Unit shall be converted into settled by the right issuance of that number of whole shares of Acquirer Common Stock equal to receive the product (rounded down to the next whole number of shares of Parent Acquirer Common Stock (or an amount in respect thereof Stock, with no cash being payable for cash settled Company Restricted Stock Unitany fractional share eliminated by such rounding) equal to of the number of shares of Company Common Stock subject to the Company Restricted Stock Unit multiplied by the Stock Award Exchange Ratio (rounded down to the nearest whole number that were issuable upon exercise of shares of Parent Common Stock). Each Company Restricted Stock Unit shall have the same terms and conditions as were in effect such option immediately prior to the Effective Time multiplied by the Option Exchange Ratio. The Merger shall not terminate any of the First Merger other than with respect outstanding Company Restricted Stock Units held by Continuing Employees under such plan or accelerate the exercisability or vesting of such Company Restricted Stock Units or the shares of Acquirer Common Stock that shall be subject to those Company Restricted Stock Units listed (i) upon Acquirer’s assumption in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject Merger. Promptly after the Closing Date, Acquirer shall issue to performance based vesting conditions prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold each Continuing Employee who immediately prior to the Effective Time was a holder of the First Merger to the forfeiture of shares of Company Common Stock subject to the an outstanding Company Restricted Stock Unit shall be assigned to Parent in a document evidencing the First Merger and shall thereafter be held foregoing assumption by Parent upon the same terms and conditions in effect immediately prior to the Effective Time of the First Merger, except that the shares forfeitable pursuant to such rights shall be appropriately adjusted to reflect the Stock Award Exchange RatioAcquirer.

Company Restricted Stock Units. At Except as otherwise agreed to by any holder of a Company Restricted Stock Unit and Parent, Parent shall not assume any Company Restricted Stock Units in connection with the Effective Time Merger or any other transactions contemplated by this Agreement. Except as otherwise agreed to by any holder of a Company Restricted Stock Unit and Parent, upon the First Mergerterms and subject to the conditions set forth in this Agreement, and without any action on the part of Parent, Acquisition Sub, the Company or any holder of such Company Restricted Stock Unit, each Company Restricted Stock Unit then that remains outstanding as of immediately prior to the Effective Time shall be assumed by Parent (eachcancelled and terminated as of the Effective Time, and as consideration for such cancellation and termination, each holder of each such Company Restricted Stock Unit shall receive, subject to Section 3.8(e), an “Assumed RSU”amount in cash (without interest) equal to the product obtained by multiplying (i) subject to the last sentence of this Section 3.7(e). Subject to, and in accordance with, the terms of the applicable Company Stock Plan and any applicable award or other agreement, each Assumed RSU shall be converted into the right to receive the aggregate number of shares of Parent Company Common Stock (or an amount in respect thereof for cash settled subject to such Company Restricted Stock UnitUnit grant immediately prior to the Effective Time, by (ii) equal the Merger Consideration (the “Restricted Stock Unit Consideration”). Prior to the Effective Time, the Company shall take all actions necessary to effect the transactions contemplated by this Section 3.7(e) under all Company Restricted Stock Unit agreements and any other plan or arrangement of the Company, including delivering all required notices and making any determinations and/or resolutions of the Company Board or a committee thereof. Within three (3) Business Days after the Closing, Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Parent shall cause the Surviving Corporation to pay to each of the holders of Company Restricted Stock Units, the applicable Restricted Stock Unit Consideration (less any applicable withholding taxes payable in respect thereof) as promptly as practicable (and in no event later than the next regular payroll date) thereafter. For purposes of this Section 3.7(e), (x) for each outstanding Company Restricted Stock Unit (or portion thereof) that is subject to performance-based vesting for which (A) the applicable performance period has been certified by the Company’s Audit Committee as of the Effective Time and (B) for which the award agreement (as in effect on the date hereof) does not provide an opportunity to earn shares through performance following the completion of the initial performance period (a “Catch-Up Opportunity”) that, as of immediately prior to the Effective Time, is still available, the number of shares of Company Common Stock subject to the Company Restricted Stock Unit multiplied by the Stock Award Exchange Ratio (rounded down to the nearest whole number of shares of Parent Common Stock). Each such Company Restricted Stock Unit shall have the same terms and conditions as were in effect immediately prior to the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed (i) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to be determined based upon actual performance based vesting conditions prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (iiy) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such for each outstanding Company Restricted Stock Unit (or portion thereof) that is subject to performance-based vesting for which (A) the financial results for the applicable performance period has not been certified by the Company’s Audit Committee as of the Effective Time or (B) for which the award agreement (as in effect on the date hereof. Copies ) provides a Catch-Up Opportunity that, as of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time of Time, remains available, the First Merger to the forfeiture number of shares of Company Common Stock subject to the such Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent determined based upon the same terms and conditions in effect immediately prior to the Effective Time target number of the First Merger, except that the shares forfeitable pursuant Company Common Stock subject to such rights shall be appropriately adjusted to reflect the Company Restricted Stock Award Exchange RatioUnit.

Company Restricted Stock Units. At the Effective Time of the First Merger, each Each Company Restricted Stock Unit then that (i) is granted on or after the date of this Agreement and (ii) is outstanding shall as of immediately prior to the Effective Time shall, as of the Effective Time, be assumed by and converted into and become rights with respect to shares of Investor Parent, with each such Company Restricted Stock Unit representing the right to receive shares of Investor Parent upon settlement of such Company Restricted Stock Unit promptly after vesting (each, an “Assumed RSU”). Subject to, and in accordance with, except to the extent the terms of the applicable Company Stock Plan and any applicable award or other agreementrestricted stock unit agreement provide for deferred settlement, each Assumed RSU in which case settlement shall be converted into in accordance with the right to receive specified terms) and the number of shares of Investor Parent Common Stock (or an amount in respect thereof for cash settled subject to each award of Company Restricted Stock Unit) Units shall be equal to the number of shares of Company Common Stock subject to such award immediately prior to the Company Restricted Stock Unit Effective Time multiplied by the Stock Award Exchange Ratio (Ratio, rounded down to the nearest whole number of shares of share (such rights, an “Investor Parent Common StockRSU”). Each Company Restricted Stock Unit shall have the same terms and conditions as were in effect immediately prior to the Effective Time of the First Merger other than with respect to those Company Restricted Stock Units listed that (iA) in Section 5.9(c)(i) of the Company Disclosure Schedule that were subject to performance based vesting conditions was granted prior to the date of this Agreement and that shall be deemed issued and vested in their entirety at the Effective Time (B) is outstanding as of the First Merger and released from any forfeiture rights pertaining to such shares in favor of Company, Parent or Surviving Entity, and (ii) in Section 5.9(c)(ii) of the Company Disclosure Schedule, which shall be deemed issued in their entirety at the Effective Time of the First Merger, which shall be converted into the right to receive Parent Common Stock according to the same formula applied to the Assumed RSUs above, and which shall be subject to quarterly vesting over a two-year period following the Effective Date in accordance with the terms of the 2006 Plan. Except as set forth in this Section 5.9(c). Company shall not take or permit any action that would accelerate vesting of any Company Restricted Stock Unit, except to the extent required by the terms of any such Company Restricted Stock Unit as in effect on the date hereof. Copies of the relevant agreements governing such Company Restricted Stock Unit and the vesting thereof have been provided to Parent. Except as set forth in this Section 5.9(c), all outstanding rights that Company may hold immediately prior to the Effective Time (collectively, the “Cancelled RSUs”) shall not be assumed and shall be cancelled and terminated as of the First Merger Effective Time, and each holder of each such Cancelled RSU shall receive, subject to Section 2.8(e), an amount in cash (without interest), if any, equal to the forfeiture product obtained by multiplying (x) the aggregate number of shares of Company Common Stock subject to the Company Restricted Stock Unit shall be assigned to Parent in the First Merger and shall thereafter be held by Parent that were issuable upon the same terms and conditions in effect settlement of such Cancelled RSU immediately prior to the Effective Time Time, by (y) the amount of the First MergerMerger Consideration (the “Cancelled RSU Consideration”). The Company shall take all actions reasonably necessary to effect the transactions contemplated by this Section 2.7(e) under all Company Restricted Stock Unit agreements and any other plan or arrangement of the Company, except including delivering all required notices. For avoidance of doubt, the Company shall not take any action that would accelerate the shares forfeitable pursuant vesting of the Company Restricted Stock Units granted on or after the date of this Agreement that do not accelerate or become vested in connection with any of the transactions contemplated by this Agreement. Within three (3) Business Days after the Closing, Investor shall pay by wire transfer of immediately available funds to such rights the Surviving Corporation, and Investor shall be appropriately adjusted cause the Surviving Corporation to reflect pay to each of the Stock Award Exchange Ratioholders of Cancelled RSUs, the applicable Cancelled RSU Consideration (less any applicable withholding taxes payable in respect thereof) as promptly as practicable (and in no event later than the next regular payroll date) thereafter.