Common use of Company Restricted Shares Clause in Contracts

Company Restricted Shares. (i) Effective as of immediately prior to the Effective Time, (A) each Company Restricted Share award that vests in accordance with its existing terms at or as of immediately prior to the Effective Time after giving effect to any accelerated vesting required pursuant to an existing agreement that is set forth in the Company Disclosure Schedule shall vest, and (B) each Company Restricted Share award that vests in part based on the satisfaction of performance criteria with respect to a performance period that has not concluded by the Effective Time will be treated as satisfying the performance criteria at the target level related to such Company Restricted Share award, with any Company Restricted Shares covered by such award in excess of the target level being automatically cancelled and any future rights thereto being forfeited. The remaining number of performance-related Company Restricted Shares after the cancellation described in the immediately preceding sentence shall, to the extent subject to an award that vests at or as of immediately prior to the Effective Time after giving effect to any accelerated vesting required pursuant to an existing agreement that is set forth or otherwise referred to on Section 3.15(g) of the Company Disclosure Schedule, automatically be treated as satisfying all service conditions and shall become fully vested and the restrictions thereon shall lapse, and shall be canceled and converted into the right to receive from the Surviving Corporation the Merger Consideration, without any interest thereon. All other Company Restricted Shares than those described in the first sentence of this Section 2.8(b)(i) and not accelerated as to service as described in the immediately preceding sentence shall be assumed and treated as described in Section 2.8(b)(ii). The Parent acknowledges and agrees that payments in respect of Company Restricted Shares pursuant to this Section 2.8(b)(i) as to which the election contemplated by Section 83(b) of the Code has been properly made shall not be subject to any deductions in respect of withholding Taxes.

Company Restricted Shares. At the Effective Time, each outstanding award of restricted shares of Company Class A Common Stock (a “Company Restricted Share”) shall, automatically and without any required action on the part of the holder thereof, cease to represent restricted shares of Company Class A Common Stock and be converted into a number of restricted shares of Parent Common Stock (each, a “Converted Restricted Share”) equal to the product (with the result rounded up to the nearest whole number) of (i) Effective as the number of Company Restricted Shares subject to each such award multiplied by (ii) the Equity Award Exchange Ratio; provided that, with respect to Company Restricted Shares that are subject to performance-vesting conditions (“Company Performance Share Awards”), (A) for purposes of determining the number of shares of Company Class A Common Stock subject to the Company Performance Share Awards immediately prior to the Effective Time, performance shall be deemed to be achieved based on the Applicable Achievement Level and (AB) each following the Effective Time, the Converted Restricted Shares in respect of the Company Restricted Performance Share award that vests Awards shall cliff-vest based on continued service to Parent and its Subsidiaries (subject to any accelerated vesting in accordance with its existing the terms at or of such Company Performance Share Awards) in accordance with the applicable award agreement governing the Company Performance Share Awards as of in effect immediately prior to the Effective Time after giving effect without any ongoing performance-vesting conditions. Except as specifically provided in this Section 1.8(b), following the Effective Time, each such Converted Restricted Share shall continue to any accelerated be governed by the same terms and conditions (including vesting required pursuant and forfeiture terms) as were applicable to an existing agreement that is set forth in the Company Disclosure Schedule shall vest, and (B) each corresponding Company Restricted Share award that vests in part based on the satisfaction of performance criteria with respect to a performance period that has not concluded by the Effective Time will be treated as satisfying the performance criteria at the target level related to such Company Restricted Share award, with any Company Restricted Shares covered by such award in excess of the target level being automatically cancelled and any future rights thereto being forfeited. The remaining number of performance-related Company Restricted Shares after the cancellation described in the immediately preceding sentence shall, to the extent subject to an award that vests at or as of immediately prior to the Effective Time after giving effect Time. For purposes of this Agreement, “Applicable Achievement Level” means with respect to any accelerated vesting required pursuant (1) awards denominated as “Performance Share Unit Acquisition Awards,” 300% of the target level, (2) all other awards with a performance period beginning in 2017 or 2018, 200% of the target level, (3) awards with a performance period beginning in 2019, 133% of the target level and (4) awards granted prior to an existing agreement that is the date hereof with a performance period scheduled to begin in 2020 set forth or otherwise referred to on Section 3.15(g1.8(b) of the Company Disclosure Schedule, automatically be treated as satisfying all service conditions and shall become fully vested and the restrictions thereon shall lapse, and shall be canceled and converted into the right to receive from the Surviving Corporation the Merger Consideration, without any interest thereon. All other Company Restricted Shares than those described in the first sentence of this Section 2.8(b)(i) and not accelerated as to service as described in the immediately preceding sentence shall be assumed and treated as described in Section 2.8(b)(ii). The Parent acknowledges and agrees that payments in respect of Company Restricted Shares pursuant to this Section 2.8(b)(i) as to which the election contemplated by Section 83(b) 100% of the Code has been properly made target level; provided that in no event shall not be subject the Applicable Achievement Level exceed the maximum potential level of performance that applies to any deductions in respect of withholding Taxesan award.

Company Restricted Shares. Each share of Company Common Stock subject to a right of repurchase by the Company (iother than a right of first refusal) that is issued and outstanding at the Effective Time ("Company Restricted Shares") shall be exchanged for a right to receive the Participation Amount payable in Stock Consideration as of immediately prior set forth on the Equityholder Allocation List, which amount shall be retained by Parent (and, to the Effective Timeextent provided in Section 1.8, (Aheld as part of the Escrow Fund) each and not issued to the applicable Equityholder and be subject to forfeiture by the Stockholder on the same terms governing such Company Restricted Share award that vests in accordance with its existing terms at or as of Shares immediately prior to the Effective Time after giving effect (such shares of Parent Common Stock, until the restrictions thereon lapse, is referred to any accelerated vesting required pursuant to an existing agreement herein as "Restricted Share Consideration"). Restricted Share Consideration that is set forth in held by Parent at a time when the Company Disclosure Schedule shall vest, and (B) each Company Restricted Share award that vests in part based on the satisfaction of performance criteria with respect to which such Restricted Share Consideration was retained would have ceased to continue to vest (e.g., as a performance period result of a termination of the Stockholder's employment, consulting, independent contracting or other service relationship) shall be permanently retained by Parent; provided, however, that has not concluded upon forfeiture by the Effective Time a Stockholder of any Restricted Share Consideration, Parent will be treated as satisfying the performance criteria at the target level related pay to such Company Restricted Share awardStockholder an amount equal to (i) the repurchase price, with any Company Restricted Shares covered by such award if any, in excess of the target level being automatically cancelled and any future rights thereto being forfeited. The remaining number of performance-related Company Restricted Shares after the cancellation described in the immediately preceding sentence shall, to the extent subject to an award that vests at or as of effect immediately prior to the Effective Time after giving effect to any accelerated vesting required pursuant to an existing agreement that is set forth or otherwise referred to on Section 3.15(g) of the Company Disclosure Schedule, automatically be treated as satisfying all service conditions and shall become fully vested and the restrictions thereon shall lapse, and shall be canceled and converted into the right to receive from the Surviving Corporation the Merger Consideration, without any interest thereon. All other Company Restricted Shares than those described in with respect to which the first sentence of this Section 2.8(b)(iRestricted Share Consideration relates, multiplied by (ii) and not accelerated as to service as described in the immediately preceding sentence shall be assumed and treated as described in Section 2.8(b)(ii). The Parent acknowledges and agrees that payments in respect number of Company Restricted Shares pursuant with respect to this Section 2.8(b)(i) as which such Restricted Share Consideration is being retained. Restricted Share Consideration shall be held by Parent until such consideration is no longer subject to permanent retention by Parent. Notwithstanding the foregoing, subject to Article VII, Parent shall issue to former holders of Company Restricted Shares any amount of formerly Restricted Share Consideration with respect to which the election contemplated by Section 83(b) of restrictions have lapsed in accordance with the Code has been properly made shall not terms applicable to the Company Restricted Shares prior to the Merger as such Company Restricted Shares would have ceased to be subject to repurchase thereunder, at times that are consistent with Parent's payroll or employee stock issuance practices, less any deductions Escrow Amount attributable to such Company Restricted Shares. Any such Escrow Amount shall be part of the Escrow Fund and shall be distributed to the holder to the extent provided in Article VII and the Escrow Agreement. The parties agree that, with the exception of any amounts treated as imputed interest or as compensation, any distribution of the Escrow Amount to former holders of Company Restricted Shares shall be treated for income tax purposes as Merger Consideration paid in respect of withholding Taxessuch Company Restricted Shares.

Company Restricted Shares. (i) Effective as of immediately prior Upon the terms and subject to the Effective Timeconditions set forth in this Agreement, (A) each Company Restricted Share award (other than any Company Restricted Share that vests in accordance with its existing terms at is a Rollover Security under the Support Agreement), whether vested or unvested, that remains outstanding as of immediately prior to the Effective Time after giving effect shall, automatically and without any action on the part of the holders thereof, be cancelled in exchange for, unless otherwise agreed to any accelerated vesting required between the holder thereof and Parent prior to the Closing, a right to receive an equity incentive award of Parent, pursuant to an existing agreement that is set forth in the Company Disclosure Schedule shall vest, terms and (B) each conditions to be determined by Parent and entitling the holder thereof to the same economic value as the original Company Restricted Share Share; provided that the number of shares underlying such award that vests granted in part based on the satisfaction of performance criteria with respect to a performance period that has not concluded by the Effective Time will be treated as satisfying the performance criteria at the target level related to substitution for such Company Restricted Share award, may be further adjusted by Parent in accordance with any Parent’s capital structure at the Closing to provide substantially the same economic terms to the holder of such Company Restricted Shares covered by such award in excess Share; provided further that if based on the agreement between a holder of the target level being automatically cancelled and any future rights thereto being forfeited. The remaining number of performance-related a vested Company Restricted Shares after the cancellation described in the immediately preceding sentence shall, to the extent subject to an award that vests at or as of immediately Share and Parent prior to the Effective Time after giving effect Closing that such vested Company Restricted Share shall not be cancelled in exchange for a right to any accelerated vesting required pursuant to receive an existing agreement that is set forth or otherwise referred to on Section 3.15(g) equity incentive award of Parent, the holder of such vested Company Restricted Share shall, in exchange for the cancellation of such vested Company Restricted Share as of the Company Disclosure ScheduleEffective Time, automatically be treated as satisfying all service conditions and shall become fully vested and the restrictions thereon shall lapse, and shall be canceled and converted into have the right to receive from an amount in cash equal to the Per Share Merger Consideration in respect of each Company Share underlying such vested Company Restricted Share, which shall be paid (or caused to be paid) by the Surviving Corporation Company as promptly as practicable following the Effective Time. The aggregate Per Share Merger Consideration, without any interest thereon. All other Consideration payable with respect to such vested Company Restricted Shares than those described in shall be rounded down to the first sentence nearest cent and the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company) shall be entitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under applicable Laws. To the extent that amounts are so withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company), such withheld amounts shall be treated for all purposes of this Section 2.8(b)(i) and not accelerated Agreement as having been paid to service as described in the immediately preceding sentence shall be assumed and treated as described in Section 2.8(b)(ii). The Parent acknowledges and agrees that payments in respect holder of such vested Company Restricted Shares pursuant with respect to this Section 2.8(b)(iwhom such amounts were withheld by the Surviving Company (or such Person(s) as to which the election contemplated by Section 83(b) making payment on behalf of the Code has been properly made shall not be subject to any deductions in respect of withholding TaxesSurviving Company).

Company Restricted Shares. (i) At the First Effective as of Time, each Company Restricted Share held by a Significant Employee Stockholder, Key Employee or Continuing Service Provider that is unvested and outstanding immediately prior to the Effective Time, (A) each Company Restricted Share award that vests in accordance with its existing terms at or as of immediately prior to the First Effective Time (after giving effect to any accelerated vesting required that is contingent upon the completion of the Mergers) shall be cancelled, terminated and extinguished by the Company, and Parent shall replace each cancelled Restricted Share Award by issuing a replacement restricted share of Parent Common Stock (“Parent Stock Award”), subject to the remainder of this Section 1.6(c) (each Restricted Share Award that is replaced pursuant to an existing agreement that this Section 1.6(c) is set forth in the Company Disclosure Schedule shall vest, and (B) each Company hereafter referred to as a “Replaced Restricted Share award Award”). The number of shares of Parent Common Stock subject to each Parent Stock Award shall be determined by multiplying the number of shares of Company Common Stock that vests in part based on were subject to the satisfaction of performance criteria with respect to a performance period that has not concluded by the Effective Time will be treated as satisfying the performance criteria at the target level related to such Company corresponding Replaced Restricted Share award, with any Company Restricted Shares covered by such award in excess of the target level being automatically cancelled and any future rights thereto being forfeited. The remaining number of performance-related Company Restricted Shares after the cancellation described in the immediately preceding sentence shall, to the extent subject to an award that vests at or as of Award immediately prior to the First Effective Time after giving effect by the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock. Subject to Section 4.6, any vesting conditions that apply to any accelerated vesting required pursuant such Replaced Restricted Share Award shall apply to an existing agreement that is set forth or otherwise referred the corresponding Parent Stock Award, subject to on Section 3.15(g) the terms of the Company Disclosure Schedule, automatically be treated as satisfying all service conditions and shall become fully vested agreement evidencing the Parent Stock Award and the restrictions thereon equity incentive plan under which such Parent Stock Award is granted; provided that (1) the compensation committee of Parent’s board of directors shall lapse, succeed to the authority and responsibility of the Company’s board of directors or any committee thereof with respect to the administration of such Parent Stock Awards; and (2) the Parent Stock Awards shall be canceled and converted into the right subject to receive from the Surviving Corporation the Merger Consideration, without any interest thereonadministrative procedures consistent with those in effect under Parent’s equity compensation plan. All other Company Restricted Shares than those described in the first sentence of this Section 2.8(b)(i) and not accelerated as to service as described in the immediately preceding sentence Each Parent Stock Award shall be assumed and treated as described in Section 2.8(b)(ii). The Parent acknowledges and agrees that payments in respect conditioned on the holder of Company Restricted Shares pursuant to this Section 2.8(b)(isuch award (A) as to which filing within 30 days after the First Effective Time a valid election contemplated by under Section 83(b) of the Code has been properly made with respect to such Parent Stock Award and delivering a copy of such valid Section 83(b) election, along with proof of certified mail receipt, to the Parent, and (B) having filed a valid election under Section 83(b) of the Code with respect to the corresponding Replaced Restricted Share Award, and such Parent Stock Award shall be forfeited if either such condition is not be subject to any deductions in respect of withholding Taxessatisfied.