Vested RSUs. The Company shall issue or cause there to be transferred to the Participant that number of Shares as determined by the Committee pursuant to Section 1(e) hereof to have vested under this RSU award; provided however, that in lieu of Shares, fractional vested RSUs shall be distributed to the Participant in cash based upon the Fair Market Value of a Share at the time of distribution.
Vested RSUs. RSUs that have satisfied the Time-Based Condition are referred to as “Vested RSUs”.
Vested RSUs. Distribution of RSUs shall be made hereunder only in respect of vested RSUs, and shall be made in Shares on a one-for-one basis; provided, however, that in lieu of Shares, fractional vested RSUs shall be distributed to the Participant in cash based upon the Fair Market Value of a Share at the time of distribution.
Vested RSUs. Upon the terms and subject to the conditions set forth in this Agreement, and without any action on the part of Parent, Acquisition Sub, the Company or any holder of Company RSUs, each Company RSU (or portion thereof) that remains outstanding and is fully vested as of immediately prior to the Effective Time shall not be assumed by Parent and shall be cancelled and automatically be converted at the Effective Time into the right to receive the Merger Consideration in cash for each Share subject to such Company RSU. As of the Effective Time, each holder of a vested Company RSU shall cease to have any rights with respect thereto, except to receive the Merger Consideration in cash for each share subject to such vested Company RSU.
Vested RSUs. The Company shall issue one Share in settlement of each Vested RSU, with any fractional Share settled in cash based on the closing price of a Share on the applicable Settlement Date. The Company shall cause a Share certificate to be delivered to the Participant or the Participant’s electronic account with respect to the Share being issued. The number of Shares delivered shall be net of the number of Shares, if any, withheld pursuant to Section 11.
Vested RSUs. Each Company RSU that is outstanding as of immediately prior to the Effective Time (including if such Company RSUbecomes vested by its terms upon the Closing) (“Vested RSU”), will, by virtue of the Closing and without further action on the part of the holder thereof, be cancelled and extinguished and be converted automatically into the right to receive an amount in cash, without interest, equal to (A) the Per Share Consideration (subject to withholding of the Pro Rata Share of the holder thereof in each of the Indemnification Escrow Amount, the Adjustment Escrow Amount and the Expense Fund), as further set forth in the Distribution Spreadsheet, and (B) the right to receive, with respect to each such share, any cash disbursements that may become payable in the future from the Indemnification Escrow Amount, the Adjustment Escrow Amount and the Expense Fund, in accordance with in the terms of this Agreement and the Escrow Agreement. The amount of cash that each holder of Vested RSUs is entitled to receive shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Stock underlying such Company RSUs. Payments for Vested RSUs shall be remitted through the payroll system of the Surviving Corporation or its applicable employer Subsidiary. Such payment shall be paid as soon as administratively practicable following the Effective Time (but no later than the next regularly scheduled payroll following the Effective Time).
Vested RSUs. Subject to the provisions of Section 4(c), within thirty (30) days following the Operating Income Determination Date, the Participant shall receive the number of shares of Common Stock that correspond to the number of 2015 Performance Vesting Shares, 2016 Performance Vesting Shares and 2017 Performance Vesting Shares that have become vested prior to such time in accordance with Sections 3(a)(1), 3(a)(2) and 3(a)(3).
Vested RSUs. “Vested RSUs” shall mean the RSUs with respect to which the applicable Vesting Period has expired, and any additional RSUs credited to the Participant’s Unit Account in respect of such Vested RSUs.
Vested RSUs. If cash dividends are paid on the Common Stock underlying your vested RSUs, and you hold those RSUs on the dividend record date, you will receive on the dividend payment date a cash payment equal to the amount of the dividend paid on the underlying stock. Provisions Applicable to Option Right and RSUs
Vested RSUs. Except as otherwise agreed to in writing by Newco and a holder of a Vested RSU prior to the Effective Time, at the Effective Time, each Vested RSU shall, without any action on the part of Newco, Merger Sub, the Company or the holder thereof, be cancelled and converted into, and shall become a right to receive, an amount in cash, without interest, equal to the product of (x) the Merger Consideration multiplied by (y) the total number of Shares subject to such Vested RSUs (the “Vested RSU Consideration”). The payment of the Vested RSU Consideration will be subject to withholding (pursuant to net share issuance and withholding) for all required Taxes. The Company agrees to take all action necessary to effect this cancellation of Vested RSUs upon the Effective Time and to give effect to this Section 1.4(c)(ii)(A) (including the satisfaction of the requirements of Rule 16b-3(e) under the Exchange Act). As soon as practicable (and in no event more than thirty calendar days) following the Closing, but subject to any payment timing requirements set forth in the applicable plan and/or any applicable agreements governing the Vested RSUs, Newco shall cause the Surviving Corporation to pay to each holder of Vested RSUs, the Vested RSU Consideration, less any applicable withholding taxes, required to be paid to the holder of such Vested RSUs. The cancellation of an award of Vested RSUs 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 may have had in respect of such award of Vested RSUs.
