Company PU definition
Examples of Company PU in a sentence
Except as permitted by Section 5.1(e) with respect to any Company Stock Options, Company RSU Awards, Company RS Awards, Company PU Awards and Company Deferred Stock Awards, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities.
From the Company Capitalization Date until the date hereof, no shares of Company Common Stock, Company Options, Company RSU Awards, Company PU Awards or Company DSU Awards have been issued or granted, except for Company Shares issued pursuant to the exercise of Company Options or the vesting of Company Options, Company RSU Awards, Company PU Awards or Company DSU Awards in accordance with their terms.
As of the Measurement Date, there were outstanding (A) Company Stock Options to purchase 6,331,015 shares of Company Common Stock, (B) Company RSU Awards with respect to 1,242,041 shares of Company Common Stock, (C) Company PU Awards with respect to 1,359,839 shares of Company Common Stock (assuming such Company PU Awards were earned at target level of performance) and (D) Company Deferred Stock Awards with respect to 310,374 shares of Company Common Stock.
In the case of Company PU Awards that are subject to performance periods that are ongoing as of the Effective Time, performance conditions shall be deemed satisfied at the greater of target and actual performance (as determined by the Company Board) as of the Effective Time.
Each Assumed PU Award shall otherwise be subject to the same terms and conditions (including as to vesting and forfeiture, except, for clarity, any performance-based vesting condition shall not apply) as were applicable to the Company PU Award immediately prior to the First Merger Effective Time.
Parent or one of its Subsidiaries, as applicable, shall pay to the holders of Company PU Awards the cash amounts described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any other applicable provision of state, local or foreign Tax Law with respect to such payment, within five (5) business days following the Effective Time (or, if applicable, such later date required by Section 409A of the Code).
For the avoidance of doubt, the parties acknowledge that a “Change in Control” (as defined in the applicable award agreement) occurred with respect to the outstanding Company PU Awards and Company RIU Awards on October 15, 2024.
In the case of Company PU Awards that are subject to performance periods that are ongoing as of the Effective Time, performance conditions will be deemed satisfied at the greater of target and actual performance (as determined by the board of directors of ▇▇▇▇▇▇▇▇▇) as of the Effective Time.
As of the Measurement Date, there were outstanding (A) Company Stock Options to purchase 6,064,195 shares of Company Common Stock, (B) Company RSU Awards with respect to 1,242,041 shares of Company Common Stock, (C) Company PU Awards with respect to 1,359,839 shares of Company Common Stock (assuming such Company PU Awards were earned at target level of performance) and (D) Company Deferred Stock Awards with respect to 310,374 shares of Company Common Stock.
There are no covenants, promises, agreements, warranties, representations, conditions or understandings, either oral or written, between the Company, P&U and PUSA other than as set forth in the Agreement, the License Agreement (and all of their exhibits and appendices).