Parent RSUs Clause Samples
The 'Parent RSUs' clause defines how restricted stock units (RSUs) issued by the parent company are treated in the context of the agreement. Typically, this clause outlines the terms under which RSUs held by employees or stakeholders will vest, convert, or be settled, especially in scenarios such as mergers, acquisitions, or other corporate transactions. For example, it may specify whether unvested RSUs will accelerate, be replaced with equivalent awards, or be forfeited. The core function of this clause is to provide clarity and predictability regarding the fate of equity awards, thereby protecting the interests of both the company and the RSU holders during significant corporate events.
Parent RSUs. Each outstanding Parent RSU, whether vested or unvested, that is outstanding immediately prior to the Delta Effective Time shall, as of the Delta Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Holdco restricted stock unit subject to the same terms and conditions as were applicable to such Parent RSU immediately prior to the Delta Effective Time, with respect to a number of underlying shares of Holdco Common Stock equal to the number of shares of Parent Common Stock underlying the Parent RSU (including in respect of dividend equivalents, if any, that were accrued but unpaid as of immediately prior to the Delta Effective Time).
Parent RSUs. At the First Effective Time, by virtue of the First Merger and without any action on the part of the holders thereof, each Parent RSU granted under any Parent Stock Plan that is outstanding as of immediately prior to the First Effective Time shall be assumed by HoldCo and shall be converted into an award of restricted stock units representing the right to receive shares of HoldCo Common Stock (a “HoldCo RSU”) with the same terms and conditions (including with respect to vesting) applicable to the corresponding Parent RSU under the applicable Parent Stock Plan and Parent Equity Award as of immediately prior to the First Effective Time and representing the right to receive a number of whole shares of HoldCo Common Stock equal to the number of shares of Parent Common Stock subject to such Parent Equity Award as of immediately prior to the Effective Time.
Parent RSUs. As of the Effective Time, each restricted stock unit granted under any Parent Stock Plan representing the right of the holder thereof to receive one share of Parent Common Stock (or, if applicable, cash or a combination thereof), subject to time-based vesting, settlement or other applicable restrictions (each, a “Parent RSU”), that is outstanding as of immediately prior to the Effective Time shall, by virtue of the Parent Merger and without any action on the part of the holder thereof, be automatically assumed by Holdco and shall be converted at the Effective Time into a restricted stock unit of Holdco (each, a “Parent Replacement RSU”) covering the same number of shares of Holdco Common Stock as the number of shares of Parent Common Stock covered by such Parent RSU as of immediately prior to the Effective Time. Each such Parent Replacement RSU shall have, and be subject to, substantially the same terms and conditions that were applicable to the corresponding Parent RSU immediately before the Effective Time (including, vesting, repurchase or other applicable restrictions and any accrued dividend or dividend equivalent rights). No Parent RSU shall become vested solely by reason of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement.
Parent RSUs. Within two Business Days following the Closing Date the Continuing Employees will be awarded 45,966,445 Parent RSUs (the “Employee RSUs”) and up to an additional 766,107 Parent RSUs (the “New Hire RSUs”) by the compensation committee of Parent’s board of directors, which Employee RSUs and New Hire RSUs shall be allocated as determined by the Chief Executive Officer of the Company following consultation with Parent; provided, that (a) New Hire RSUs may only be allocated to individuals who are first hired by the Company during the Pre-Closing Period and (b) unless Parent consents thereto, any allocation of New Hire RSUs must be consistent with Parent’s new hire equity bands. The Employee RSUs will be subject to all of the terms and conditions set forth in the Plan, the recipient’s offer letter with Parent, a restricted stock unit agreement to be entered into between the recipients of such Employee RSUs and Parent setting forth vesting terms that are in accordance with Parent’s standard policies and Schedule 5.12. No Continuing Employee shall be deemed to be a third party beneficiary of this Section 5.12.
Parent RSUs. Parent will cause restricted stock units to be issued to certain of the service providers set forth on Section 4.13(a) of the Disclosure Schedule who remain employed or engaged with Parent (or its Subsidiaries, including Surviving Corporation) after the Closing, in each case, subject to the terms (including vesting terms), definitions and provisions of Parent’s 2015 Equity Incentive Plan (or any successor thereto) and a restricted stock unit agreement by and between each such person and Parent, which each such person will be required to execute. The aggregate value of the underlying shares to such restricted stock units shall be the RSU Amount and the number of underlying shares to such restricted stock units shall be calculated based upon the average closing price of Parent stock on the New York Stock Exchange for the period beginning on the sixtieth (60) trading day prior to the date hereof and ending the trading day immediately preceding the date hereof.
Parent RSUs. Not later than sixty (60) days following the Closing Date or, if earlier, at the next regularly scheduled meeting of Parent’s compensation committee, in accordance with Parent’s standard equity award policies, Parent shall award Parent RSUs to certain Continuing Employees (subject to their continued employment with Parent or an Affiliate through the grant date) (the “Employee RSUs”) by action of the compensation committee of Parent’s board of directors, which Employee RSUs shall be allocated among the Continuing Employees as determined by Parent. The Employee RSUs will be subject to all of the terms and conditions set forth in Parent’s 2021 Equity Incentive Plan, in the recipient’s Offer Letter and in a restricted stock unit agreement to be entered into between the recipients of such Employee RSUs and Parent, setting forth vesting terms that are in accordance with Parent’s standard policies.
Parent RSUs. Promptly following the Closing, Parent shall grant a number of restricted stock units (a “Parent RSU”) of shares of Parent Common Stock with an aggregate value of not less than $25,000,000.00 to ▇▇▇▇▇ ▇▇▇▇▇ pursuant to his Offer Letter and to the other individuals to be mutually agreed by the Chief Executive Officers of the Company and Parent (each, an “RSU Recipient”), provided that each RSU Recipient shall only be eligible to receive a Parent RSU if such RSU Recipient is an employee, consultant, independent contractor, advisor, non-employee director or other individual service provider of Parent or one of its Subsidiaries on the date such Parent RSUs are granted. The Parent RSUs shall be subject to the terms and conditions of Parent’s 2021 Omnibus Incentive Plan (“Parent’s Equity Plan”) and Parent’s standard form of restricted stock unit agreement.
Parent RSUs