Conditional Awards Clause Samples

Conditional Awards. Offeror understands that awards and execution of a Master Agreement are conditional as set forth in Attachment A, RFP Terms and Conditions, and Offeror agrees to hold the Lead State and NASPO harmless and release the Lead State and NASPO from any liability for damages arising from non-award or non-execution of a contract.

Conditional Awards. As of the Jersey Effective Time, each Company Equity Award consisting of a restricted share unit award or any other conditional right to receive Company Ordinary Shares subject to time-based, performance, or other vesting restrictions (each, a “Conditional Award”) that is outstanding immediately prior to the Jersey Effective Time shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by PubCo and converted into a conditional award denominated in PubCo Ordinary Shares (each, a “Converted Conditional Award”). Each Converted Conditional Award shall continue to have and be subject to substantially the same terms and conditions as were applicable to the corresponding Conditional Award immediately prior to the Jersey Effective Time (including vesting conditions and dividend equivalent rights); provided that each Converted Conditional Award which is vested or will vest in connection with the consummation of the Transactions (including in connection with the expiration of the six-month lock-up period contemplated by Section 3.1(b)(ii)) (“Vested Company Equity Awards”) shall cover that number of PubCo Ordinary Shares equal to the product (rounded down to the nearest whole number) of (A) the number of Company Ordinary Shares underlying such Converted Conditional Award (calculated consistent with the terms thereof as if vesting on the date of the Jersey Effective Time) and (B) the Company Exchange Ratio.