Common use of Company RSU Awards Clause in Contracts

Company RSU Awards. Effective as of immediately prior to the Effective Time, (i) the vesting of each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full, (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled and terminated as of the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled to be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company RSU Awards who are current or former employees of the Company the RSU Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company RSU Awards, in respect of such Company RSU Awards, who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable).

Company RSU Awards. Effective as of immediately prior to the Effective Time, (i) the vesting of each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be accelerated in fullfull (with any applicable performance criteria being deemed achieved at the maximum possible level of achievement for such performance criteria), (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled and terminated as of the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled to be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e1.8(e), an amount in cash (without interest), if any, ) equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price Merger Consideration (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company RSU Awards who are current or former employees of the Company or its Subsidiaries the RSU Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e1.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen five (155) days after Business Days following the ClosingEffective Time). All other payments under this Agreement to holders of Company RSU Awards, in respect of such Company RSU Awards, Awards who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agentthrough Parent’s, on behalf of the Surviving Corporation, ’s or the applicable Subsidiary’s accounts payable as promptly as practicable following the Effective Time (and in no event later than five (5) Business Days following the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicableEffective Time).

Company RSU Awards. Effective as of immediately prior to the Effective Time, (i) the vesting of each Company RSU Award that remains outstanding as of immediately prior to the Effective Time Time, whether time-based or performance-based, shall be accelerated in fullfull with any performance condition being deemed achieved at 100%, (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled and terminated as of the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled to be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company RSU Awards who are current or former employees of the Company the RSU Consideration, less any required applicable withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closingnext regular payroll date thereafter). All other payments under this Agreement to holders of Company RSU Awards, in respect of such Company RSU Awards, Awards who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agentthrough Parent’s, on behalf of the Surviving Corporation, ’s or the applicable Subsidiary’s accounts payable as promptly as practicable following the Effective Time (and in no event later than the second next regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicabledate thereafter).

Company RSU Awards. Effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holders thereof or the Company, (i) the vesting of each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full, full and (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled and terminated as of the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled to be paid by the Surviving Corporation promptly after canceled as of the Effective TimeTime and converted into the right to receive, subject to Section 2.8(e3.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the former holders of Company RSU Awards who are current or former employees of the Company Company, the applicable RSU Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e3.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen ten (1510) days after the ClosingBusiness Days thereafter). All other payments under this Agreement of RSU Consideration to former holders of Company RSU Awards, in respect of such Company RSU Awards, Awards who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agentthrough Parent’s, on behalf of the Surviving Corporation’s or the applicable Subsidiary’s accounts payable, less any required withholding Taxes payable in respect thereof pursuant to Section 3.8(e), as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicableten (10) Business Days thereafter).