Common use of Company RSU Awards Clause in Contracts

Company RSU Awards. (i) At the Effective Time, the restrictions and vesting conditions applicable to each restricted stock unit award with respect to shares of Company Common Stock (each, a “Company RSU Award”) that is outstanding immediately prior to the Effective Time and that was granted prior to the date of this Agreement shall lapse at the Effective Time in accordance with the terms and conditions of the Company Stock Plans and each such Company RSU Award shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted as of the Effective Time into the right to receive, with respect to each share of Company Common Stock underlying such Company RSU Award, the combination of (i) $17.50 in cash and (ii) 0.30605 of a share of Parent Common Stock (clauses (i) and (ii) together, the “Per Share Consideration,” and the aggregate amount of Per Share Consideration in respect of all shares of Company Common Stock underlying a Company RSU Award, the “Award Consideration”). The Award Consideration, less applicable Tax withholdings, shall be paid or provided by Parent as soon as reasonably practicable following the Closing Date, but in no event later than five 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. Any Tax withholdings pursuant to this Section 1.9(b)(i) that reduce the number of shares of Parent Common Stock deliverable pursuant to this Section 1.9(b)(i) shall be based on the Parent Closing Price. Notwithstanding anything to the contrary contained in this Section 1.9(b)(i), in lieu of the issuance of any fractional share of Parent Common Stock in respect of Award Consideration, Parent shall pay to any individual who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (x) the Parent Closing Price by (y) the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such individual would otherwise be entitled to receive pursuant to this Section 1.9(b)(i).

Company RSU Awards. (i) At As of the Effective Time, by virtue of the restrictions Merger and vesting conditions applicable to without any action on the part of the holders thereof, each outstanding award of restricted stock unit award with respect units that corresponds to a number of shares of Company Common Stock (each, a “Company RSU Award”) that is outstanding under any Company Equity Plan (other than any Company PVRSU Award (as defined in Section 2.3(c) below)) shall be assumed by Parent and shall be converted into a restricted stock unit award corresponding to Parent Shares (each, a “Parent RSU Award”) with respect to a number of Parent Shares (rounded down to the nearest whole share) equal to the product obtained by multiplying (i) the applicable number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio. Except as otherwise provided in this Section 2.3(b), each Parent RSU Award assumed and that was granted converted pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the date Effective Time. Notwithstanding the foregoing, (i) as of this Agreement shall lapse at immediately prior to the Effective Time in accordance with the terms and conditions of the Company Stock Plans and each such Company RSU Award shallTime, by virtue of the Merger and without any action on the part of the holder holders thereof, each Company RSU Award granted under any Company Equity Plan to a Company non-employee director (whether or not vested) shall be deemed to have vested, the shares of Company Common Stock underlying such award shall be deemed to have been issued and such award and such shares shall immediately thereafter be cancelled and converted as of the Effective Time into the right to receive, with receive the Merger Consideration in respect to of each share of Company Common Stock underlying such Company RSU Awardaward, the combination of (i) $17.50 in cash and (ii) 0.30605 of a share of Parent Common Stock (clauses (i) and (ii) together, the “Per Share Consideration,” and the aggregate amount of Per Share Consideration in respect of all shares of Company Common Stock underlying restricted stock units under a Company RSU Award, Award that have vested as of the “Award Consideration”). The Award Consideration, less applicable Tax withholdings, Closing Date but have not yet been settled as of such date shall be paid or provided by Parent as soon as reasonably practicable following deemed to have settled and shall have the Closing Date, but in no event later than five 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. Any Tax withholdings pursuant to this Section 1.9(b)(i) that reduce the number of shares of Parent Common Stock deliverable pursuant to this Section 1.9(b)(i) shall be based on the Parent Closing Price. Notwithstanding anything to the contrary contained in this Section 1.9(b)(i), in lieu of the issuance of any fractional share of Parent Common Stock in respect of Award Consideration, Parent shall pay to any individual who otherwise would be entitled right to receive such fractional share an amount Parent Shares in cash (rounded to the nearest cent) determined by multiplying (x) the Parent Closing Price by (y) the fraction of a share (rounded to the nearest thousandth when expressed manner set forth in decimal form) of Parent Common Stock to which such individual would otherwise be entitled to receive pursuant to this Section 1.9(b)(i)2.1.

Company RSU Awards. (i) At the Effective Time, the restrictions and vesting conditions applicable to each restricted stock unit award with respect to shares of Company Common Stock granted under the Company Stock Plan or pursuant to the Founder’s Shares Stock Grant Award (each, a “Company RSU Award”) that is outstanding immediately prior to the Effective Time and that was granted prior to the date of this Agreement shall lapse at the Effective Time in accordance with the terms and conditions of the Company Stock Plans Plan and the applicable Founder’s Shares Stock Grant Award, and each such Company RSU Award shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted as of the Effective Time into the right to receive, with respect to each share of Company Common Stock underlying such Company RSU Award, the combination of Merger Consideration (i) $17.50 in cash and (ii) 0.30605 of a share of Parent Common Stock (clauses (i) and (ii) together, the “Per Share Consideration,” and the aggregate amount of Per Share Merger Consideration in respect of all shares of Company Common Stock underlying a Company RSU Award, the “RSU Award Consideration”). The RSU Award ConsiderationConsideration (if a positive amount), less applicable Tax withholdings, shall be paid or provided by Parent as soon as reasonably practicable following the Closing Date, but in no event later than five business days following the Closing Date. Applicable Tax withholdings accordance with respect to the Award Consideration first shall reduce the cash portion of the Award ConsiderationSection 3.3. Any Tax withholdings pursuant to this Section 1.9(b)(i2.8(b) that shall reduce the number of shares of Parent Common Stock deliverable pursuant to this Section 1.9(b)(i) shall be 2.8(b), with such reduction based on the Parent Closing PricePer Share Value. Notwithstanding Unless otherwise used to pay withholding Taxes, notwithstanding anything to the contrary contained in this Section 1.9(b)(i2.8(b), in lieu of the issuance of any fractional share of Parent Common Stock in respect of RSU Award Consideration, Parent shall pay to any individual Person who otherwise would be entitled to receive such fractional share an amount in cash (rounded down to the nearest cent) determined by multiplying (x) the Parent Closing Price Per Share Value by (y) the fraction of a share (rounded down to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such individual Person would otherwise be entitled to receive pursuant to this Section 1.9(b)(i2.8(b).