Common use of Company PSUs Clause in Contracts

Company PSUs. (i) As of the Effective Time, each Company PSU that is vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (each, a “Vested Company PSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Vested Company PSU based on the achievement of the applicable performance metrics at the level of performance for which such Vested Company PSU vested in accordance with its terms and (ii) the Merger Consideration (the “Vested PSU Consideration”).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Twitter, Inc.), Agreement and Plan of Merger

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Company PSUs. (i) As of the Effective Time, each Company PSU that is vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (each, a “Vested Company PSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Vested Company PSU based on the achievement of the applicable performance metrics at the level of performance for which such Vested Company PSU vested in accordance with its terms and (ii) the Merger Consideration (the “Vested PSU Consideration”).of

Appears in 1 contract

Samples: Agreement and Plan of Merger

Company PSUs. (i) As of At the Effective Time, Time each Company PSU that is vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (eachTime, a “Vested whether vested or unvested, will, without any action on the part of Parent, Merger Sub, the Company PSU”) shall or the holder thereof, be canceled cancelled and converted into the and will become a right to receive an amount in cash, without interest, equal to the product of (i) the Per Share Price; multiplied by (ii) the total number of shares of Company Common Stock subject to such Vested Company PSU PSU, with any performance-based on the achievement vesting conditions deemed achieved at target-level performance (except as set forth in Section 2.8(d) of the applicable performance metrics at the level of performance for which such Vested Company PSU vested in accordance with its terms and (iiDisclosure Letter) the Merger Consideration (the “Vested PSU Consideration”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)

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Company PSUs. (i) As of At the Effective Time, by virtue of the Merger, each Company PSU PSU, whether vested or unvested, that is vested in accordance with its terms and outstanding as of immediately prior to the Effective Time (eachwill be fully vested, a “Vested Company PSU”) shall be canceled cancelled and automatically converted into the right to receive an amount in cash, cash (without interest, ) equal to the product of (iA) the total aggregate number of shares of Company Common Stock subject to such Vested Company PSU based on the achievement of the applicable performance metrics at the level of performance for which such Vested Company PSU vested in accordance with its terms and maximum performance, multiplied by (iiB) the Merger Consideration Consideration, subject to any required withholding of Taxes (the “Vested Company PSU Consideration”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (M.D.C. Holdings, Inc.)

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