Common use of Unvested Company RSUs Clause in Contracts

Unvested Company RSUs. At the Effective Time, each outstanding Company RSU under the applicable Company Equity Plan that is not a Vested Company RSU (each, an “Unvested Company RSU”) will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right to receive from Parent or the Surviving Corporation an amount in cash (without interest) (a “Converted Cash Award”) equal to (A) the total number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (B) the Per Share Price, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company RSU immediately prior to the Effective Time, provided that terms rendered inoperable by the transactions contemplated by the Transaction Documents will no longer have any force or effect. Following the Effective Time, no such Unvested Company RSU that was outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of an Unvested Company RSU shall cease to have any rights with respect thereto, except for the right (if any) to receive a Converted Cash Award in exchange for such Unvested Company RSU in accordance with this Section 2.8(a)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.

Unvested Company RSUs. At the Effective Time, each outstanding Company RSU under the applicable Company Equity Plan that is not a Vested Company RSU (each, an “Unvested Company RSU”) will, automatically and without any required action on the part of the holder thereof, be cancelled and converted solely into the contingent right a Converted Cash Award with respect to receive from Parent or the Surviving Corporation an aggregate amount in cash (without interest) (a “Converted Cash Award”) equal to (A) the total number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (B) the Per Share Price, less applicable Taxes required to be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding Unvested Company RSU immediately prior to the Effective Time, provided that terms rendered inoperable by the transactions contemplated by the Transaction Documents will no longer have any force or effect. Following the Effective Time, no such Unvested Company RSU that was outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of an Unvested Company RSU shall cease to have any rights with respect thereto, except for the right (if any) to receive a Converted Cash Award in exchange for such Unvested Company RSU in accordance with this Section 2.8(a)(ii). Any such conversion and assumption will be effected in a manner that complies with, or is exempt from, the requirements of Code Section 409A.

Unvested Company RSUs. At the Effective Time, each outstanding Unvested Company RSU under the applicable Company Equity Plan that is not outstanding as of immediately prior to the Effective Time and held by a Vested Company RSU (eachContinuing Employee shall, an “by virtue of the Merger and without any further action by Parent, Merger Sub, the Company, or the holder of such Unvested Company RSU”) will, automatically and without any required action on the part of the holder thereof, be cancelled assumed by Parent and converted solely into into, or terminated and substituted with, a restricted stock unit of Parent that represents the contingent right to receive from acquire a number of validly issued, fully paid and non-assessable shares of Parent or the Surviving Corporation an amount in cash (without interest) (a “Converted Cash Award”) Class A Common Stock, equal to the product of (A) the total number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time Time, multiplied by (B) the Per Share PriceEquity Award Exchange Ratio (each, less applicable Taxes required to a “Converted RSU”); provided, that any fractional share resulting from such multiplication shall be withheld with respect to such payment. Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied rounded down to the corresponding Unvested Company RSU immediately prior to the Effective Time, provided that terms rendered inoperable by the transactions contemplated by the Transaction Documents will no longer have any force or effectnearest whole share. Following the Effective Time, no such Unvested Company each Converted RSU that was outstanding shall continue to be governed by the same material terms and conditions, including the vesting schedule, as were applicable immediately prior to the Effective Time shall remain outstanding, and each former holder of an to the Unvested Company RSU shall cease from which it was converted or for which it is a substitute, in all cases subject to have any rights with respect thereto, except for restrictions related to the right (if any) to receive a Converted Cash Award issuance of shares under applicable Law. It is the intention of the parties that the adjustments in exchange for such Unvested Company RSU in accordance with this Section 2.8(a)(ii). Any such conversion and assumption will 2.1(b)(v) be effected performed in a manner that complies with, with or is exempt fromfrom Section 409A of the Code. Each Unvested Company RSU that is outstanding as of immediately prior to the Effective Time and held by a Person who is not a Continuing Employee (each a “Cancelled RSU” and, collectively, the requirements of Code Section 409A.“Cancelled RSUs”) shall be cancelled and terminated without consideration upon the Effective Time in accordance with the applicable Company Equity Plan.