Stock Units. Immediately prior to the Effective Time, each outstanding right to receive shares of Company Common Stock pursuant to a stock unit award or deferred stock award under any Company Equity Plan or the Applera Corporation Director Stock Purchase and Deferred Compensation Plan (each, a “Stock Unit Award”) that is held by a director who will not become a director of Parent as of the Effective Time pursuant to Section 5.17 shall be fully vested and settled in shares of Company Common Stock, but treated in any case in accordance with the terms of such Stock Unit Award and such director’s election form. All such shares of Company Common Stock issued pursuant to the immediately preceding sentence shall be treated as Stock Electing Company Shares pursuant to Section 2.1(a)(iii). As of the Effective Time, each outstanding Stock Unit Award that is held by a director who will become a director of Parent as of the Effective Time pursuant to Section 5.17 shall be assumed by Parent. Subject to, and in accordance with, the terms of the applicable Company Equity Plan or the Applera Corporation Director Stock Purchase and Deferred Compensation Plan and any applicable award certificate or other agreement, each Stock Unit Award referenced in the immediately preceding sentence shall be converted into the right to receive the number of shares of Parent Common Stock (or an amount in respect thereof for cash-settled Stock Unit Awards) equal to the number of shares of Company Common Stock subject to the Stock Unit Award, multiplied by the Exchange Ratio, subject to adjustment in accordance with Section 2.1(d) (rounded down to the nearest whole number of shares of Parent Common Stock). Each such Stock Unit Award shall have the same terms and conditions as were in effect immediately prior to the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Applera Corp)
