Treatment of Restricted Stock. For purposes of subchapter S, stock that is issued in connection with the perform- ance of services (within the meaning of § 1.83–3(f)) and that is substantially nonvested (within the meaning of § 1.83–3(b)) is not treated as outstanding stock of the corporation, and the hold- er of that stock is not treated as a shareholder solely by reason of holding the stock, unless the holder makes an election with respect to the stock under section 83(b). In the event of such an election, the stock is treated as outstanding stock of the corpora- tion, and the holder of the stock is treated as a shareholder for purposes of subchapter S. See paragraphs (l) (1) and
Treatment of Restricted Stock. Subject to Article III, Section C of the Plan and Section 13(b), in the event of a Change in Control, in the Company’s discretion, (i) the unvested shares of Restricted Stock may be continued (if the Company is the surviving entity); (ii) the unvested shares of Restricted Stock may be assumed by the successor entity or parent thereof; (iii) the successor entity or parent thereof may substitute for the shares of unvested Restricted Stock a similar stock award with substantially similar terms; (iv) an appropriate substitution of cash or other securities or property may be made for the unvested shares of Restricted Stock based on the Fair Market Value of the Shares issuable upon vesting of the Restricted Stock at the time of the Change in Control; and/or (v) vesting of the unvested Restricted Stock may be accelerated upon the Change in Control.
Treatment of Restricted Stock. At the Effective Time, the restrictions on each share of restricted stock outstanding immediately prior thereto (“Company Restricted Stock”) pursuant to the Company Equity Plans shall automatically lapse and shall be treated as issued and outstanding shares of Company Common Stock for the purposes of this Agreement, including but not limited to, the provisions of Section 2.5.
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).
Treatment of Restricted Stock. Pursuant to arrangements agreed upon among Thermo Electron, Viasys and the Active Employees of the Viasys Group who hold restricted shares of Thermo Electron Common Stock, effective as of the Distribution Date all such restricted shares immediately prior to the Distribution Date by such Active Employees shall be exchanged for a number of restricted shares of Viasys Common Stock equal to the number of such restricted shares of Thermo Electron Common Stock being exchanged multiplied by the Viasys Exchange Ratio. The restricted shares of Viasys Common Stock so issued shall be subject to terms and conditions equivalent to those applicable to the restricted shares of Thermo Electron Common Stock, as effective immediately prior to the Distribution Date.
Treatment of Restricted Stock. Notwithstanding the terms of the applicable restricted stock award agreements between the Consultant and Hatteras, the Consultant hereby agrees to the conversion of each of Consultant’s Hatteras restricted stock awards outstanding as of the Closing into an equivalent Company restricted stock award as contemplated by the Merger Agreement and specifically consents and agrees that each such converted Company restricted stock award will vest in accordance with the vesting schedule applicable to the corresponding Hatteras restricted stock award (ignoring any accelerated vesting as a result of the occurrence of the Merger (as defined in the Merger Agreement)), subject to the Consultant continuing to provide the Consulting Services through the applicable vesting date; provided, that, (i) any portion of a converted Company restricted stock award scheduled to vest following the end of the thirty-month Consulting Period will vest proportionately on the scheduled vesting dates that occur during the thirty-month Consulting Period, and (ii) upon the earlier termination of the Consulting Period and this Agreement due to the Consultant’s death or Disability pursuant to Section 2(a) of this Agreement, any then remaining unvested converted Company restricted stock awards held by the Consultant will vest in full.
Treatment of Restricted Stock. Parent and Merger Sub acknowledge that all outstanding restricted stock awards (the “Company Restricted Shares”) shall automatically become fully vested and free of any forfeiture restrictions at the Effective Time, and the Company will use commercially reasonable efforts, including obtaining any required consents or amendments to the Company’s equity incentive plans, to permit holders of outstanding Company Restricted Shares to be treated in the Merger on the same terms and conditions as all other holders of unrestricted Shares.
Treatment of Restricted Stock. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions to provide that, immediately prior to the Effective Time, each outstanding award of Shares subject to forfeiture restrictions or other restrictions (“Restricted Stock”) granted pursuant to a Company Stock Plan shall vest in full and all restrictions (including forfeiture restrictions) otherwise applicable to such vested Shares shall lapse.
Treatment of Restricted Stock. Prior to the Effective Time, in accordance with the terms of the Company Stock Option Plans, each unvested Share subject to forfeiture restrictions, repurchase rights or other restrictions under the Company Stock Option Plans (“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), subject to any withholding of Taxes or other amounts required to be withheld by applicable Law in accordance with Section 2.2(e).
Treatment of Restricted Stock. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, (i) the vesting of all restricted shares of Company Common Stock (the “Restricted Stock”) that are then unvested and awarded under the Company Stock Plans held by any Person who is, to the extent required by the terms of the applicable Company Stock Plan or award agreement, then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time, shall be fully accelerated, and (ii) each then outstanding share of Restricted Stock shall be automatically converted into the right to receive the Common Consideration on the terms and conditions set forth in Section 2.1(a), subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). Without limiting the foregoing, the Company shall take all necessary action under the Company Stock Plans and the restricted stock award agreements evidencing the Restricted Stock (including, to the extent necessary, obtaining consent of the holders of the Restricted Stock) to effectuate the actions contemplated by this Section 2.4(b).
