Common use of RSUs Clause in Contracts

RSUs. Upon the occurrence of the Effective Time, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any RSU Holder or any other Person, each RSU that is issued and outstanding immediately prior to the Effective Time shall be automatically accelerated in vesting (to the extent not yet vested), canceled and converted into, and represent only, the right to receive, subject to the proviso in Section 3.11(a) and to Section 3.11(c), an amount in cash (without interest) equal to (i) the product of (A) the Per Common Share Closing Amount, if any, and (B) the number of Underlying Common Shares in respect of such RSU (the amount set forth in this clause (i), the “Closing RSU Consideration”), plus (ii) the product of (A) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as if and to the extent such amount becomes payable pursuant to Section 3.10(e)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(b)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such RSU, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such RSU plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such RSU (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing RSU Consideration”), in each case, less any applicable withholding taxes.

RSUs. Upon (i) Purchaser shall not assume any RSUs, or substitute any RSUs with an equivalent restricted stock unit or right, in connection with the occurrence transactions contemplated hereby. At the Closing, each RSU (whether held directly or through a trustee for the benefit of the Effective Time, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), holder) shall by virtue of the Merger transactions contemplated hereby and without any action on the part of Purchaser, the Company, ParentHoldings, Merger Sub, any RSU Holder Sellers or any other Personholder of RSUs, be cancelled and extinguished. In exchange for the cancellation and extinguishment of an RSU pursuant to this Section 1.3(c), subject to the holder thereof first executing and delivering an RSU Surrender Agreement to Purchaser, subject to Sections 1.2(b), 9 and 10.14(e), Purchaser shall, or shall cause Holdings to, pay through the payroll service of Holdings or one of its Affiliates to each person who at the Closing was holding an RSU, with respect to the Holdings Shares issuable upon settlement of such RSU that is issued and outstanding immediately prior to the Effective Time shall be automatically accelerated in vesting (to the extent not yet vested), canceled and converted into, and represent only, the right to receive, subject to the proviso in Section 3.11(a) and to Section 3.11(c)Closing, an amount in cash (without interest) equal to (i) the product of to: (A) the Per Common Share Closing Amountamount, if any, and set forth for such RSU in the Closing Consideration Spreadsheet, plus (B) the number of Underlying Common Shares in respect of amount, if any, set forth for such RSU in the Post-Closing Consideration Spreadsheet, plus (C) the amount amount, if any, set forth for such Vested Option in this clause any Escrow Release Spreadsheet(s) (i)such amount with respect to each RSU, the “Closing RSU Consideration”), plus (ii) the product of (A) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as if and to the extent such amount becomes payable pursuant to Section 3.10(e)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(b)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such RSU, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such RSU plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such RSU (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing RSU Purchase Consideration”), in the case of each caseof clauses “(A),” “(B)” and “(C)” above, less any deductions and withholdings for Taxes required by applicable Legal Requirements. (ii) As promptly as practicable following the Closing, subject to Sections 1.5 and 9, Purchaser shall pay or cause to be paid: (A) through the payroll service of Holdings or one of its Affiliates, the applicable RSU Purchase Consideration to holders of RSUs (other than any RSUs with respect to which the Company has no Tax withholding taxesobligations (such RSUs, “No-Withholding RSUs”)); and (B) to holders of No-Withholding RSUs who have delivered a Form W-9 or Form W-8, as applicable, at the Closing, the applicable RSU Purchase Consideration payable to holders of No-Withholding RSUs.

RSUs. Upon (a) each Specified RSU outstanding immediately prior to the occurrence Effective Time (whether vested or unvested) shall, substantially in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, without any further action by or on behalf of the holder thereof, be deemed to be assigned and transferred by the holder thereof to the Company in exchange for an amount in cash from the Company equal to the Cash Consideration, in each case with such amounts to be paid to the applicable holders in accordance with Section 4.1(2) less any applicable withholdings pursuant to Section 4.3, and each such Specified RSU shall immediately be cancelled and all of the Company’s obligations with respect to each such Specified RSU shall be deemed to be fully satisfied. (b) each Non-Specified RSU outstanding immediately prior to the Effective Time (whether vested or unvested) (a “Surviving RSU”), shall, substantially in accordance with the terms of the 2021 Omnibus Long-Term Incentive Plan, remain outstanding and shall thereafter entitle the holder thereof to receive, for no additional consideration, such number of Purchaser Shares (or the cash equivalent thereof, and less any applicable withholdings) as is equal to: (a) that number of Subordinate Voting Shares that were issuable upon the vesting of such Non-Specified RSU immediately prior to the Effective Time, butmultiplied by (b) the Exchange Ratio, with respect rounded down to the nearest whole number of Purchaser Shares; such Surviving RSU shall be governed by the 2021 Omnibus Long-Term Incentive Plan, and all terms and conditions of a Surviving RSU, including the term to expiry or vesting, conditions to and manner of settlement (including, as specified in the applicable grant agreement, the right to receive Purchaser Shares, the cash equivalent thereof, or a combination of both upon settlement at the election of the Purchaser), and any terms governing the effect of termination of a holder’s employment or engagement, shall, subject to this Section 2.3(4)(b), be the same as set out in the 2021 Omnibus Long-Term Incentive Plan and the applicable grant agreement of the Non-Continuing EmployeesSpecified RSU, no later than and the termination of employment of grant agreement previously evidencing such Non-Continuing Employees pursuant Specified RSU shall thereafter evidence and be deemed to Section 7.7(a)evidence such Surviving RSU; for purposes of applicable U.S. Securities Laws, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any RSU Holder or any other Person, each RSU that is issued and such Non-Specified RSUs outstanding immediately prior to the Effective Time shall be automatically accelerated in vesting (deemed to the extent not yet vested), canceled and converted into, and represent only, the right to receive, subject to the proviso in Section 3.11(a) and to Section 3.11(c), an amount in cash (without interest) equal to (i) the product of (A) the Per Common Share Closing Amount, if any, and (B) the number of Underlying Common Shares in respect of be exchanged for such RSU (the amount set forth in this clause (i), the “Closing RSU Consideration”), plus (ii) the product of (A) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as if and to the extent such amount becomes payable pursuant to Section 3.10(e)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(b)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such RSU, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such RSU plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such RSU (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing RSU Consideration”), in each case, less any applicable withholding taxes.Surviving RSUs;

RSUs. Upon the occurrence of the Effective Time, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any RSU Holder or any other Person, each RSU that is issued and outstanding immediately prior to the Effective Time shall be automatically accelerated in vesting (to the extent not yet vested), canceled and converted into, and represent only, the right to receive, subject to the proviso in Section 3.11(a) and to Section 3.11(c), an amount in cash (without interest) equal to (i) the product of (A) the Per Common Share Closing Amount, if any, and (B) the number of Underlying Common Shares in respect of such RSU (the amount set forth in this clause (i), the “Closing RSU Consideration”), plus (ii) the product of (A) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as if and to the extent such amount becomes payable pursuant to Section 3.10(e)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(b)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such RSU, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such RSU plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a‎7.5(a)) and (B) the number of Underlying Common Shares in respect of such RSU (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing RSU Consideration”), in each case, less any applicable withholding taxes.

RSUs. Upon For each outstanding RSU (vested and unvested) registered in the occurrence name of the Effective Time, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), and/or held by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any RSU Holder or any other Person, each RSU that is issued and outstanding PF immediately prior to the Effective Time (a “PF RSU”) Parent shall be automatically accelerated substituted for the Company and henceforth hold all of the Company’s rights and be responsible for all of the Company’s obligations under each PF RSU and each PF RSU shall cease to represent an interest in vesting Subordinate Voting Shares and shall instead represent an interest in that number of whole Parent Non-Voting Shares (rounded down to the extent not yet vested), canceled and converted into, and represent only, the right to receive, subject to the proviso in Section 3.11(anearest whole number) and to Section 3.11(c), an amount in cash (without interest) equal to (i) the product of obtained by multiplying (A) the Per Common Share Closing Amountnumber of Subordinate Voting Shares subject to such PF RSU immediately prior to the Effective Time, if any, and by (B) the number of Underlying Common Shares Exchange Ratio (as defined in respect of such RSU (the amount set forth in this clause (i), the “Closing RSU Consideration”), plus (ii) the product of (A) the Per Share Final Adjustment Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.10(d2(1)), without this constituting a novation of the PF RSUs. Each PF RSU shall otherwise be subject to the same terms and (Bconditions applicable to such PF RSU immediately prior to the Effective Time, including vesting schedule; provided that, if the Parent determines that the aggregate fair market value of the Parent Non-Voting Shares subject to the PF RSU immediately after the amendment of the PF RSU pursuant to this Section 2(3) exceeds the aggregate fair market value of the Subordinate Voting Shares subject to the PF RSU immediately before the amendment, the number of Underlying Common Parent Non-Voting Shares in respect underlying the PF RSUs (as otherwise determined) will be decreased (and will be deemed always to have been decreased) such that the aggregate fair market value of such RSU, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as if and Parent Non-Voting Shares subject to the extent such amount becomes payable PF RSU immediately after the amendment does not exceed the aggregate fair market value of the Subordinate Voting Shares subject to the PF RSU immediately before the amendment. Each PF RSU shall continue to be governed by the terms and conditions of the Omnibus Incentive Plan and any RSU grant agreement pursuant to Section 3.10(e))which a PF RSU was granted, except that any references in the Omnibus Incentive Plan and (B) the number of Underlying Common Shares in respect of such RSU, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and grant agreements to the extent such amount becomes payable pursuant Company or the board of directors of the Company shall be read as references to Section 3.9(b)), Parent and (B) the number its board of Underlying Common Shares in respect of such RSU, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such RSU, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such RSU plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such RSU (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing RSU Consideration”), in each case, less any applicable withholding taxesdirectors.

RSUs. Upon the occurrence (A) Each vested RSU outstanding as of immediately prior to the Effective TimeTime (including any RSU that becomes a vested RSU in connection with the Merger) shall, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), by virtue of the Merger and without any action on the part of the Company, ParentNewco, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive, an amount in cash (without interest and subject to deduction for any required withholding Tax as contemplated in Section 2.3(f) of this Agreement) equal to the product of: (x) the Merger Consideration and (y) the number of Shares of Company Common Stock subject to such vested RSU Holder (the “RSU Consideration”). As soon as practicable (and in no event more than thirty (30) calendar days) following the Closing, Newco shall cause the Surviving Corporation to pay to each holder of a vested RSU the RSU Consideration (if any), without interest and less any applicable withholding taxes, required to be paid to the holder of such vested RSU. The cancellation of an unvested RSU as provided in the first sentence of this Section 1.4(c)(ii)(A) shall be deemed the termination, and satisfaction in full, of any and all rights the holder had or any other Personmay have had in respect of such RSU. For the avoidance of doubt, each vested RSU that is issued and outstanding immediately has previously been settled in Shares prior to the Effective Time shall be automatically accelerated treated in vesting accordance with Section 1.4(b) hereof and shall not be paid any additional RSU Consideration pursuant to this Section 1.4(c)(ii)(A) or (B). (B) Each unvested RSU outstanding as of immediately prior to the extent Effective Time (and that will not yet vested), canceled vest in connection with the Merger) shall be cancelled and converted into, and represent only, at the Effective Time into the contingent right to receive, subject to in consideration of the proviso in Section 3.11(a) and to Section 3.11(c)cancellation of such unvested RSU, an amount in cash (without interestinterest and subject to deduction for any required withholding Tax as contemplated in Section 2.3(f) of the Merger Agreement), equal to the product of: (ix) the product of (A) the Per Common Share Closing Amount, if any, Merger Consideration; and (By) the number of Underlying Common Shares in respect of subject to such unvested RSU (the amount set forth in this clause (i), the “Closing Contingent RSU Consideration”); provided, plus (ii) however, that such per share Contingent RSU Consideration shall not be paid at the product of (A) the Per Share Final Adjustment Amount, if any (Effective Time but only when, as, if and shall instead be subject to the extent holder remaining continuously employed with the Surviving Corporation and satisfaction of the original vesting conditions applicable to the underlying unvested RSU. As soon as practicable (and in no event more than thirty (30) calendar days) following satisfaction of the underlying vesting conditions, Newco shall cause the Surviving Corporation to pay the per share Contingent RSU Consideration, without interest and less any applicable withholding taxes, required to be paid to the holder of such amount becomes payable pursuant to RSU. The cancellation of an unvested RSU as provided in the first sentence of this Section 3.10(d))1.4(c)(ii)(B) shall be deemed the termination, and (B) satisfaction in full, of any and all rights the number of Underlying Common Shares holder had or may have had in respect of such RSU, plus (iii) the product of (A) the Per Share Escrow Consideration, if any (but only when, as if and to the extent such amount becomes payable pursuant to Section 3.10(e)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (iv) the product of (A) the Per Share Expense Fund Consideration, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.9(b)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.11(a)), and (B) the number of Underlying Common Shares in respect of such RSU, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such RSU, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such RSU plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such RSU (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing RSU Consideration”), in each case, less any applicable withholding taxes.

RSUs. Upon the occurrence (A) Each vested RSU (including each vested PRSU) outstanding as of immediately prior to the Effective TimeTime (including any RSU that becomes a vested RSU in connection with the Merger) shall, but, with respect to the Non-Continuing Employees, no later than the termination of employment of such Non-Continuing Employees pursuant to Section 7.7(a), by virtue of the Merger and without any action on the part of the Company, ParentNewco, Merger Sub, any RSU Holder the Company or any other Personthe holder thereof, each RSU that is issued and outstanding immediately prior to the Effective Time shall be automatically accelerated in vesting (to the extent not yet vested), canceled cancelled and converted into, and represent only, into the right to receive, subject to the proviso in Section 3.11(a) and to Section 3.11(c), an amount in cash (without interestinterest and subject to deduction for any required withholding Tax as contemplated in Section 2.3(f) of this Agreement) equal to the product of: (ix) the product of (A) the Per Common Share Closing Amount, if any, Merger Consideration and (By) the number of Underlying Common Shares in respect of subject to such vested RSU (the amount set forth in this clause (i), the “Closing RSU Consideration”). As soon as practicable (and in no event more than ten (10) Business Days) following the Closing, plus (ii) Newco shall cause the product Surviving Corporation to pay to each holder of (A) a vested RSU the Per Share Final Adjustment AmountRSU Consideration, if without interest and less any (but only whenapplicable withholding Taxes, as, if and required to be paid to the extent holder of such amount becomes payable pursuant to vested RSU; provided, however, that any payment in respect of any vested RSU shall be made in compliance with Section 3.10(d))409A of the Code. The cancellation of an unvested RSU as provided in the first sentence of this Section 1.4(c)(ii)(A) shall be deemed the termination, and (B) satisfaction in full, of any and all rights the number of Underlying Common Shares holder had or may have had in respect of such RSU. (B) Each unvested RSU (including each unvested PRSU) outstanding as of immediately prior to the Effective Time (and that will not vest in connection with the Merger) shall be cancelled and converted at the Effective Time into the contingent right to receive, plus in consideration of the cancellation of such unvested RSU, an amount in cash (iiiwithout interest and subject to deduction for any required withholding Tax as contemplated in Section 2.3(f) of the Merger Agreement), equal to the product of: (x) the product of (A) the Per Share Escrow Merger Consideration, if any (but only when, as if and to the extent such amount becomes payable pursuant to Section 3.10(e)), ; and (By) the number of Underlying Common Shares subject to such unvested RSU (the “Contingent RSU Consideration”); provided, however, that such per share Contingent RSU Consideration shall not be paid at the Effective Time but shall instead be subject to the holder remaining continuously employed with the Surviving Corporation and satisfaction of the Original Vesting Conditions. As soon as practicable (and in no event more than the later of (x) ten (10) Business Days and (y) the next regularly scheduled payroll of the Surviving Corporation) following satisfaction of the Original Vesting Conditions, Newco shall cause the Surviving Corporation to pay the per share Contingent RSU Consideration, without interest and less any applicable withholding taxes, required to be paid to the holder of such RSU; provided, however, that any payment in respect of any vested RSU shall be made in compliance with Section 409A of the Code. The cancellation of an unvested RSU as provided in the first sentence of this Section 1.4(c)(ii)(B) shall be deemed the termination, and satisfaction in full, of any and all rights the holder had or may have had in respect of such RSU. (C) For RSUs that are subject to performance-based vesting conditions (each, plus a “PRSU”), the level of achievement of the applicable performance metrics will be determined by the Company or a committee thereof in accordance with the Company Equity Incentive Plan and the applicable PRSU agreement (ivprovided, however, that such level of achievement shall not exceed the greater of (1) target performance and (2) the product actual achievement of (Athe performance goals attributable to such PRSUs) the Per Share Expense Fund Consideration, if any (but only when, as, if and as of immediately prior to the extent Effective Time and, upon such amount becomes payable determination, the resulting vested PRSUs and unvested PRSUs will be treated as vested RSUs pursuant to Section 3.9(b)), 1.4(c)(ii)(A) and (B) the number of Underlying Common Shares in respect of such RSU, plus (v) the product of (A) the Per Share Contingent Payment Amount applicable to each Contingent Payment, if any (but only when, as, if and to the extent such amount becomes payable unvested RSUs pursuant to Section 3.11(a)1.4(c)(ii)(B), and (B) the number of Underlying Common Shares in respect of such RSU, plus (vi) the product of (A) the Per Share Set-Off Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 11.6(b)) and (B) the number of Underlying Common Shares in respect of such RSU, plus (vii) the product of (A) the Per Share [***] Reimbursement Amount, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 3.7(d)) and (B) the number of Underlying Common Shares in respect of such RSU plus (viii) the product of (A) the Per Share Net Tax Benefit Amount applicable to the NTB Payment, if any (but only when, as, if and to the extent such amount becomes payable pursuant to Section 7.5(a)) and (B) the number of Underlying Common Shares in respect of such RSU (the amounts set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), collectively, the “Post-Closing RSU Consideration”), in each case, less any applicable withholding taxesrespectively.