Common use of Treatment of Restricted Stock Units Clause in Contracts

Treatment of Restricted Stock Units. At the Acceptance Time, (A) any vesting conditions applicable to each outstanding Restricted Stock Unit shall, automatically and without any required action on the part of the holder thereof, accelerate in full, and (B) each Restricted Stock Unit shall, automatically and without any required action on the part of the holder thereof, terminate and be cancelled and shall only entitle the holder of such Restricted Stock Unit to receive (without interest) an amount in cash (less applicable Tax withholding) equal to (x) the number of Shares subject to such Restricted Stock Unit immediately prior to the Acceptance Time multiplied by (y) the Offer Price. Following the Acceptance Time, no Restricted Stock Unit that was outstanding immediately prior to the Acceptance Time shall remain outstanding and each former holder of a Restricted Stock Unit shall have no further rights with respect thereto, except to receive the consideration set forth in this Section 1.11(b) in exchange for such Restricted Stock Unit in accordance with this Section 1.11(b). The Offer Price payable under this Section 1.11(b) to each former holder of a Restricted Stock Unit that was outstanding immediately prior to the Acceptance Time shall be paid through the Surviving Corporation’s payroll to such former holder as soon as practicable following the Acceptance Time (but in any event not later than the second payroll cycle thereafter), net of any Taxes withheld pursuant to Section 1.13(f); provided that, with respect to any Restricted Stock Unit that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Acceptance Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the applicable Stock Plan and award agreement that will not trigger a Tax or penalty under Section 409A of the Code.

Treatment of Restricted Stock Units. At the Acceptance Time, (A) any vesting conditions applicable to each outstanding Each Restricted Stock Unit shallthat is outstanding or payable as of immediately prior to the Effective Time, automatically and without any required action on the part of the holder thereofwhether vested or unvested, accelerate in full, and (B) each Restricted Stock Unit shall, automatically and without any required action on the part of the holder thereof, shall terminate and be cancelled and shall only entitle as of immediately prior to the holder of such Restricted Stock Unit Effective Time in exchange for the right to receive (without interest) an amount in a lump sum cash (less applicable Tax withholding) payment equal to the product of (xi) the number of Shares subject to such Restricted Stock Unit immediately prior to the Acceptance Time multiplied by Unit; and (yii) the Offer PriceMerger Consideration, net of any Taxes withheld pursuant to Section 1.7(f). Following the Acceptance Effective Time, no such Restricted Stock Unit that was outstanding immediately prior to the Acceptance Effective Time shall remain outstanding and each former holder of a any such Restricted Stock Unit shall cease to have no further any rights with respect thereto, except the right to receive the consideration set forth in this Section 1.11(b1.8(c) in exchange for such Restricted Stock Unit in accordance with this Section 1.11(b1.8(c). The Offer Price consideration payable under this Section 1.11(b1.8(c) to each former holder of a Restricted Stock Unit that was outstanding immediately prior to the Acceptance Effective Time shall be paid through by the Surviving Corporation’s payroll Company (failing which, Parent) to such former holder as soon as practicable following the Acceptance Effective Time (but in any event not later than the second payroll cycle three Business Days thereafter), net of any Taxes withheld pursuant to Section 1.13(f1.7(f); provided provided, that, with respect to any Restricted Stock Unit Units that constitutes constitute nonqualified deferred compensation subject to Section 409A of the Code and that is are not permitted to be paid at the Acceptance Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the applicable Stock Plan and award agreement that will not trigger a Tax or penalty under Section 409A of the Code.

Treatment of Restricted Stock Units. At Each outstanding restricted stock unit that is subject to timed-based vesting conditions (a “Restricted Stock Unit”), that was granted under the Acceptance Company Stock Plans that is outstanding or payable as of immediately prior to the Effective Time, whether vested or unvested, shall become fully vested (A) any vesting conditions applicable to each outstanding Restricted Stock Unit shall, automatically and without any required action on the part of extent unvested or to the holder thereof, accelerate in full, and (B) each Restricted Stock Unit shall, automatically and without any required action on the part of the holder thereof, terminate and be cancelled and shall only entitle the holder of extent such Restricted Stock Unit would not otherwise vest) and shall terminate and be automatically cancelled as of immediately prior to the Effective Time in exchange for the right to receive (without interest) an a lump sum cash payment in the amount in cash (less applicable Tax withholding) equal to (xi) the number of Shares subject to underlying such Restricted Stock Unit immediately prior to the Acceptance Time Unit, multiplied by (yii) the Offer PriceMerger Consideration. Following the Acceptance Effective Time, no such Restricted Stock Unit that was outstanding immediately prior to the Acceptance Effective Time shall remain outstanding and each former holder of a any such Restricted Stock Unit shall cease to have no further any rights with respect thereto, except the right to receive the consideration set forth in this Section 1.11(b3.5(b) in exchange for such Restricted Stock Unit in accordance with this Section 1.11(b3.5(b). The Offer Price Parent shall, or, if applicable, shall cause one of its Subsidiaries to, pay the consideration payable under this Section 1.11(b3.5(b) to each former holder of a Restricted Stock Unit that was outstanding immediately prior to the Acceptance Effective Time shall be paid through the Surviving Corporation’s payroll to such former holder as soon as practicable following the Acceptance Effective Time (but in any event not later than the second payroll cycle ten (10) calendar days thereafter), net of any Taxes withheld pursuant to Section 1.13(f3.2(f); provided that, with respect to any Restricted Stock Unit that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Acceptance Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under the applicable Stock Plan and award agreement that will not trigger a Tax or penalty under Section 409A of the Code.