Common use of Treatment of Restricted Stock Clause in Contracts

Treatment of Restricted Stock. Immediately prior to the Effective Time, each unvested Share subject to forfeiture restrictions, repurchase rights or other restrictions under the Company Stock Plans or any other plan agreement or arrangement (“Restricted Stock”) shall vest in full and all restrictions (including forfeiture restrictions or repurchase rights) otherwise applicable to such Restricted Stock shall lapse and the Restricted Stock shall be converted into the right to receive the Merger Consideration, without interest, as provided in Section 2.1(a), less any withholding of Taxes required by applicable Law in accordance with Section 2.2(e).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gentek Inc), Agreement and Plan of Merger (ASP GT Holding Corp.)

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Treatment of Restricted Stock. Immediately prior to the Effective Time, each unvested Share subject to forfeiture restrictions, repurchase rights or other restrictions under the Company Stock Equity Plans or any other plan agreement or arrangement (“Restricted Stock”) shall vest in full full, and all restrictions (including forfeiture restrictions or repurchase rights) otherwise applicable to such Restricted Stock shall lapse and the Restricted Stock shall be converted into the right to receive the Merger Consideration, without interest, as provided in Section 2.1(a), less subject to any withholding of Taxes required by applicable Law to be withheld in accordance with Section 2.2(e2.2(g).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Agl Resources Inc), Agreement and Plan of Merger (Nicor Inc)

Treatment of Restricted Stock. Immediately prior to the Effective Time, each unvested Share subject to forfeiture restrictions, repurchase rights or other restrictions under the Company Stock Option Plans or any other plan agreement or arrangement (“Restricted Stock”) shall vest in full and all restrictions (including forfeiture restrictions or repurchase rights) otherwise applicable to such Restricted Stock shall lapse and the Restricted Stock shall be converted into the right to receive the Merger Consideration, without interest, as provided in Section 2.1(a), less any withholding of Taxes required by applicable Law in accordance with Section 2.2(e).such

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peco Ii Inc)

Treatment of Restricted Stock. Immediately prior to the Effective Time, each unvested Share subject to forfeiture restrictions, repurchase rights or other restrictions under the any Company Stock Plans or any other plan agreement or arrangement Option Plan (each, a “Restricted StockShare”) shall vest in full and all restrictions (including forfeiture restrictions or repurchase rights) otherwise applicable to such Restricted Stock Share shall lapse and the such Restricted Stock Share shall be converted into the right to receive the Merger Consideration, without interest, as provided in Section 2.1(a), less subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e)Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Traffic Network, Inc.)

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Treatment of Restricted Stock. Immediately prior to the Effective Time, to the extent permitted by applicable Law and the applicable Stock Plan, each unvested Share subject to forfeiture restrictions, repurchase rights or other restrictions share of restricted stock granted under the Company Stock Plans or any other plan agreement or arrangement (each, a Company Restricted StockShare”) that is outstanding and unvested shall vest in full and all restrictions (including so as to no longer be subject to any forfeiture restrictions or repurchase rights) otherwise applicable to such Restricted Stock shall lapse and vesting requirements, and, for the Restricted Stock avoidance of doubt, shall be converted into considered an outstanding Share for all purposes of this Agreement, including the right of the holder thereof to receive the Per Share Merger Consideration, without interest, as provided Consideration in Section 2.1(a)accordance with Article IV, less any required withholding of Taxes required by applicable Law in accordance with Section 2.2(e)and payroll Taxes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Molex Inc)

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