Common use of Company Restricted Shares Clause in Contracts

Company Restricted Shares. At the Effective Time, each award of restricted Shares granted under the Company Equity Incentive Plans (each, a “Company Restricted Share”) that is outstanding as of immediately prior to the Effective Time will be deemed to be fully vested (without proration or other reduction in respect of the portion of the applicable vesting period elapsed) and will be cancelled, with the holder thereof becoming entitled to receive an amount in cash, payable in accordance with Section 2.3(f), equal to the product of (i) the total number of Shares subject to such award of Company Restricted Shares as of immediately prior to the Effective Time and (ii) the Merger Consideration, together with any dividends credited thereto in accordance with the terms of the applicable award agreement.

Appears in 2 contracts

Samples: Merger Agreement (Agl Resources Inc), Merger Agreement (Southern Co)

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Company Restricted Shares. At the Effective Time, each award of restricted Shares granted under the Company Equity Incentive Plans (each, a “Company Restricted Share”) that is outstanding as of immediately prior to the Effective Time will be deemed to be fully vested (without proration or other reduction in respect of the portion of the applicable vesting period elapsed) and will be cancelled, with the holder thereof becoming entitled to receive an amount in cash, payable in accordance with Section 2.3(f), equal to the product of (i) the total number of Shares subject to such award of Company Restricted Shares as of immediately prior to the Effective Time and (ii) the Merger Consideration, together with any dividends credited thereto in accordance with the terms of the applicable award agreement.and

Appears in 1 contract

Samples: Merger Agreement

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Company Restricted Shares. At the Effective Time, (i) any vesting conditions applicable to each outstanding restricted stock award of restricted Shares granted under the Company Equity Incentive Plans (each, a “Company Restricted Share”) that is under the Stock Plans shall, automatically and without any required action on the part of the holder thereof, accelerate in full, and (ii) each Company Restricted Share shall, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Company Restricted Share to receive, without interest, an amount in cash equal to the product obtained by multiplying (A) the number of such Company Restricted Shares outstanding as of immediately prior to the Effective Time will be deemed to be fully vested by (without proration or other reduction in respect of the portion of the applicable vesting period elapsed) and will be cancelled, with the holder thereof becoming entitled to receive an amount in cash, payable in accordance with Section 2.3(f), equal to the product of (iB) the total number of Shares subject to such award of Company Restricted Shares as of immediately prior to the Effective Time and (ii) the Per Share Merger Consideration, together less applicable Taxes required to be withheld with any dividends credited thereto in accordance with the terms of the applicable award agreementrespect to such payment.

Appears in 1 contract

Samples: Merger Agreement (Ladenburg Thalmann Financial Services Inc.)

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