Company RSAs. At the Effective Time, by virtue of the Merger, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall be fully vested, cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSA, multiplied by (B) the Per Share Price, subject to any required withholding of Taxes (the “Company RSA Consideration”).
Company RSAs. At the Effective Time, each Company RSA that is outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Company RSA and (ii) the Merger Consideration (the “Unvested RSA Consideration”). Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested RSA Consideration will vest and become payable at the same time as the Company RSA from which such Unvested RSA Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Company RSA immediately prior to the Effective Time; provided that the Company shall be permitted to accelerate the vesting of any unvested Company RSA if the holder thereof would be subject to Taxes in connection with the Closing as a result of the treatment contemplated by this Section 3.3(c).
Company RSAs. “Company RSAs” shall mean restricted shares of Company Common Stock issued by the Company.
Company RSAs. As of the Effective Time, each Company RSA that is outstanding immediately prior to the Effective Time shall be converted into a restricted share (each, an “Adjusted RSA”) with the same terms and conditions as were applicable to such Company RSA immediately prior to the Effective Time (including double-trigger vesting and all other provisions set forth under the applicable award agreements and the LTI Retirement Policy) and relating to the number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSA immediately prior to the Effective Time, multiplied by (ii) the Stock Award Exchange Ratio, with any fractional shares rounded to the nearest whole share.
Company RSAs. Except as described in Section 2.3(d), at the Effective Time, each outstanding restricted share award granted under any Company Stock Plan (each, a “Company RSA”), whether or not then vested, shall be assumed by Parent and shall be converted into a restricted share award (each, a “Parent RSA”) on the same terms and conditions as were applicable to such Company RSA immediately prior to the Effective Time (but taking into account any changes thereto provided for in this Agreement), relating to the number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSA multiplied by (ii) the Base Exchange Ratio, with any fractional shares rounded to the nearest whole number of shares, plus, a number of shares of Parent Common Stock or an amount in cash equal to the product of (X) the number of shares of Company Common Stock subject to such Company RSA immediately prior to the Effective Time multiplied by (Y) the Additional Stock Consideration or the Additional Cash Consideration, as elected by the holder of such Company RSA in accordance with Section 2.1 and Section 2.4, with the settlement or payment of such resulting number of shares of Parent Common Stock or an amount in cash, as applicable, to be made to the holder of such Company RSA in accordance with Section 2.3(f).
Company RSAs. At the Effective Time, except as may otherwise be agreed in writing by the Company, Parent and the holder thereof, each Company RSA outstanding as of immediately prior to the Effective Time, whether vested or unvested, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be fully vested, cancelled and converted into and will become the right to receive an amount in cash, without interest thereon (but subject to applicable withholding), equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the total number of shares of Company Common Stock subject to such Company RSA (the “RSA Consideration”).
Company RSAs. (i) At the Effective Time, each Company RSA that is outstanding as of immediately prior to the Effective Time and either (x) held by a non-employee member of the Company Board or (y) vested in accordance with its terms as of the Effective Time (each, a “Vested Company RSA” ) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Company Common Stock underlying such Company RSA, by (y) the Merger Consideration, subject to any required withholding of Taxes (the “Vested Company RSA Consideration”).
Company RSAs. Each award entitling the recipient to retain, upon vesting, shares of Company Common Stock granted under a Company Equity Plan (“Company RSA”), that is outstanding immediately prior to the Effective Time shall, by virtue of the Closing and without any action on the part of any holder of any Company RSA, be cancelled immediately prior to the Effective Time. In exchange for the cancellation of each such Company RSA, such Company RSA shall be converted into a right to receive from the Company, a lump sum cash payment payable to the holder thereof, without interest, equal to the product obtained by multiplying (x) the Merger Consideration by (y) the number of shares of Company Common Stock constituting such Company RSA. The Surviving Company may make any lump sum cash payments required pursuant to this Section 3.4(b) on behalf of the Company. Parent and the Surviving Company shall use reasonable best efforts to cause any lump sum cash payments required pursuant to this Section 3.4(b) to be paid within thirty (30) Business Days from the date upon which the Effective Time occurs. The payments to be made pursuant to the preceding portion of this Section 3.4(b) will be subject to any applicable Tax withholding in accordance with Section 3.5.
Company RSAs. (i) At the Effective Time, each Company RSA that is held by an Employee and that is outstanding immediately prior to the Effective Time and except as set forth on Section 1.6(f)(i) of the Company Disclosure Letter (each, an “Employee RSA”) shall be assumed by Guarantor and converted into a restricted stock unit (each, an “Adjusted Employee RSA”) relating to a number of Guarantor Ordinary Shares equal to the product of (i) the total number of shares of Company Common Stock subject to such Employee RSA immediately prior to the Effective Time, multiplied by (ii) the Equity Award Conversion Ratio, with any fractional shares rounded to the nearest whole number of shares. Any accrued but unpaid dividends with respect to any Employee RSA will be assumed and become an obligation with respect to the applicable Adjusted Employee RSA. The Adjusted Employee RSAs shall include the right to accrue dividend equivalents, and the other terms and conditions of such Adjusted Employee RSAs shall be substantially the same as the terms and conditions (including with respect to the remaining term and vesting schedule) applicable to the Employee RSAs immediately prior to the Effective Time except to the extent necessary to reflect the fact that the Adjusted Employee RSAs are not issued and outstanding Guarantor Ordinary Shares.
Company RSAs. At the Effective Time, each outstanding Company RSA award that is not vested immediately prior to the Effective Time (after giving effect to any accelerated vesting in connection with the Closing provided for under the terms of such Company RSAs) shall, automatically and without any action on the part of the holder thereof, be converted into an award of a number of Parent restricted units having a value per unit immediately following the Closing that is the same as the per-share value of the Company RSAs subject to such Company RSA award immediately prior to Closing (such units, the “Replacement Units”). Each Replacement Unit shall otherwise have the same terms and conditions (including applicable vesting conditions) applicable to the Company RSA award from which it was converted under the Amended and Restated Global Atlantic Financial Company Annual Incentive Plan and award agreement governing such Company RSA as in effect immediately prior to the Effective Time. It is intended that Parent will provide periodic liquidity to holders of the Replacement Units by redeeming Replacement Units at a value based on the book value of Parent at such time.
