Company PSAs. At the Effective Time, by virtue of the Merger, each Company PSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall be fully vested, cancelled and automatically converted, without any required action on the part of the holder thereof, into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company PSA (with any performance conditions deemed to be earned based on “target” performance), multiplied by (B) the Per Share Price, subject to any applicable withholding Taxes payable in respect thereof (the “Company PSA Consideration”).
Company PSAs. As of the Effective Time, each award of Company PSAs will become vested with respect to the “target” number of Shares set forth in the grant agreement applicable thereto effective immediately prior to, and contingent upon, the Closing. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holder thereof, each vested Company PSA will be cancelled and converted into the right to receive cash, without interest, in an amount equal to the Merger Consideration, which amount will be paid in accordance with Section 2.3(g).
Company PSAs. Each Company PSA outstanding as of immediately prior to the Acceleration Time shall, as of immediately prior to the Acceleration Time, automatically become vested at target performance level and shall immediately thereafter be irrevocably cancelled, extinguished and converted, without any action on the part of Parent, the Company or the holder of the Company PSA, into the right to receive, in accordance with Section 3.10(h), as soon as practicable after the Acceleration Time, a cash payment, without interest, equal to the product of (i) the total number of Shares subject to such Company PSA immediately prior to the Acceleration Time (assuming, for this purpose, that all applicable performance goals have been achieved at target level of performance), and (ii) the Offer Price or Merger Consideration (as applicable) (such product, the “Closing PSA Consideration”). Such payment shall be reduced by any applicable income or employment Tax withholding required under the Code or any provision of applicable Tax Law and, to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Company PSA to the extent paid over to the applicable Taxing Authority. As of the Acceleration Time, all Company PSAs shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company PSA shall cease to have any rights with respect thereto, except the right to receive the consideration payable in accordance with this Section 3.10(c).
