Common use of Company Restricted Stock Awards Clause in Contracts

Company Restricted Stock Awards. The parties acknowledge that, as of the date hereof, no shares of Company Common Stock are subject to awards of restricted stock (“Company Restricted Stock Awards”) that have been granted and have not yet vested under a Company Benefit Plan. (A) To the extent a Company Restricted Stock Award becomes vested in connection with the transactions contemplated by this Agreement, pursuant to the terms of the applicable Company Benefit Plan, restricted stock award agreement or other agreement between the Company and awardholder, each share of Company Common Stock subject to such award will be treated at the Effective Time the same as, and have the same rights and be subject to the same conditions as, each share of Company Common Stock described in Section 2.1(c)(i) above. (B) To the extent Section 2.1(c)(iv)(A) above does not apply to a Company Restricted Stock Award, each share of Company Common Stock subject to a Company Restricted Stock Award will be treated at the Effective Time the same as, and have the same rights and be subject to the same conditions as, each share of Company Common Stock described in Section 2.1(c)(i) above, except as set forth in the applicable Company Restricted Stock Award agreement, the holder of such Company Restricted Stock Award will receive the Per Share Cash Amount at the same time as other holders of Company Common Stock and, with respect to the number of Parent ADSs received by such holder, the Company Restricted Stock Award shall continue to vest according to the conditions set forth in, and be subject to such other terms of, the applicable Company Benefit Plan and Company Restricted Stock Award agreement; provided, however, that appropriate modifications will be made to such agreements to comply with Section 409A of the Code and to provide that, upon any applicable taxable event, the awardholder may satisfy any tax withholding obligations by transferring or selling to an employee benefit trust designated by Parent a sufficient number of Parent ADSs equal in value to such obligation. Prior to the Effective Time, the Company, the Company Board of Directors and Parent shall take all actions necessary under the Company Benefit Plans and the award agreements thereunder and otherwise to effectuate this Section 2.1(c)(iv)(B).

Company Restricted Stock Awards. The parties acknowledge that(i) At the Effective Time, as of the date hereof, no shares of Company Common Stock are subject to awards of restricted stock (“Company Restricted Stock Awards”) that have been granted and have not yet vested under a Company Benefit Plan. (A) To the extent a each Company Restricted Stock Award becomes vested in connection with the transactions contemplated by this Agreement, pursuant granted prior to the terms date of this Agreement (other than any such award set forth on Section 2.8(b)(i) of the applicable Company Benefit Plan, restricted stock award agreement or other agreement between the Company and awardholder, each share of Company Common Stock subject Disclosure Letter) that is outstanding immediately prior to such award will be treated at the Effective Time shall, in each case, without any action on the same aspart of Parent, and have the same rights and Company or the holder thereof, be subject to the same conditions ascancelled, each share of Company Common Stock described in Section 2.1(c)(i) above. (B) To the extent Section 2.1(c)(iv)(A) above does not apply to a Company Restricted Stock Award, each share of Company Common Stock subject to a Company Restricted Stock Award will be treated at the Effective Time the same as, and have the same rights and be subject to the same conditions as, each share of Company Common Stock described in Section 2.1(c)(i) above, except as set forth in the applicable Company Restricted Stock Award agreement, with the holder of such Company Restricted Stock Award will receive becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, less applicable Tax withholdings, equal to the product obtained by multiplying (A) the Per Share Cash Amount at Price by (B) the same time as other holders number of shares of Company Common Stock and, with respect to the number of Parent ADSs received covered by such holder, the Company Restricted Stock Award shall continue to vest according immediately prior to the conditions set forth in, and Effective Time (which shall be the maximum number of shares assuming satisfaction of all applicable performance goals in the case of any such award subject to such other terms ofperformance based vesting conditions). The Surviving Corporation shall pay the amounts due pursuant to this Section 2.8(b)(i) (the “RSA Consideration”) as promptly as practicable following the Closing Date, but in no event more than three (3) Business Days following the applicable Company Benefit Plan and Closing Date. (ii) At the Effective Time, each Company Restricted Stock Award agreement; provided, however, that appropriate modifications will be made granted after the date of this Agreement (subject to such agreements to comply compliance with Section 409A 5.2) or set forth on Section 2.8(b)(i) of the Code and to provide that, upon any applicable taxable event, the awardholder may satisfy any tax withholding obligations by transferring or selling to an employee benefit trust designated by Parent a sufficient number of Parent ADSs equal in value to such obligation. Prior Company Disclosure Letter that is outstanding immediately prior to the Effective TimeTime shall, in each case, without any action on the Companypart of Parent, the Company Board or the holder thereof, be converted into the right to receive, in accordance with the terms of Directors the applicable award agreement, an amount in cash equal to the product obtained by multiplying (A) the Per Share Price by (B) the number of shares of Company Common Stock covered by such Company Restricted Stock Award immediately prior to the Effective Time (which shall be the maximum number of shares assuming satisfaction of all applicable performance goals in the case of any such award subject to performance based vesting conditions). Except as otherwise provided in this Section 2.8(b)(ii), the cash-based award provided for by this Section 2.8(b)(ii) shall be subject to the terms and Parent conditions applicable to the corresponding Company Restricted Stock Award (including the time-based vesting conditions in the applicable award agreement), except that the award immediately shall take all actions necessary under vest upon a Qualifying Termination as such term is defined in Section 5.2 of the Company Benefit Plans and the award agreements thereunder and otherwise to effectuate this Section 2.1(c)(iv)(B)Disclosure Letter.

Company Restricted Stock Awards. The parties acknowledge thatAt the Effective Time, as of the date hereof, no shares of Company Common Stock are subject to awards of restricted stock (“Company Restricted Stock Awards”) that have been granted and have not yet vested under a Company Benefit Plan. (A) To the extent a each Company Restricted Stock Award becomes outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) Effective as of the Effective Time, the portion of each Company Restricted Stock Award which is vested (after giving effect to the Additional Vesting Credit) (each, an “Accelerated Company Restricted Stock Award”), shall be converted into the right to receive the Merger Consideration in connection accordance with the transactions contemplated by Section 2.01(c) of this Agreement. (ii) Each outstanding Company Restricted Stock Award that is not an Accelerated Company Restricted Stock Award (an “Unvested Company Restricted Stock Award”) shall be cancelled and converted into, pursuant and shall become a right to receive, an amount in cash, without interest, equal to the terms product of (i) the applicable Company Benefit PlanMerger Consideration, restricted stock award agreement or other agreement between multiplied by (ii) the Company and awardholder, each share number of shares of Company Common Stock subject to such award will be treated at the Effective Time the same as, and have the same rights and be subject to the same conditions as, each share of Company Common Stock described in Section 2.1(c)(i) above. (B) To the extent Section 2.1(c)(iv)(A) above does not apply to a Company Restricted Stock Award, each share of Company Common Stock subject to a Unvested Company Restricted Stock Award will be treated at (the Effective Time the same as“Cash Replacement Restricted Stock Amount”), and have the same rights and be which Cash Replacement Restricted Stock Amount will, subject to the holder’s continued service with the Company, Parent or an Affiliate through the applicable vesting date, vest and be payable through the applicable payroll system(s) of the Surviving Corporation and its Subsidiaries at the same conditions as, each share of Company Common Stock described in Section 2.1(c)(i) above, time and on the same terms (except as set forth in otherwise provided herein) as the applicable Unvested Company Restricted Stock Award agreement, the holder of for which such Company Cash Replacement Restricted Stock Award will receive the Per Share Cash Amount at the same time as other holders of Company Common Stock and, with respect was exchanged would have vested pursuant to its terms (after giving effect to the number of Parent ADSs received by such holder, the Company Restricted Stock Award shall continue to vest according to the conditions set forth in, and be subject to such other terms of, the applicable Company Benefit Plan and Company Restricted Stock Award agreement; provided, however, that appropriate modifications will be made to such agreements to comply with Section 409A of the Code and to provide that, upon any applicable taxable event, the awardholder may satisfy any tax withholding obligations by transferring or selling to an employee benefit trust designated by Parent a sufficient number of Parent ADSs equal in value to such obligation. Prior to the Effective Time, the Company, the Company Board of Directors and Parent shall take all actions necessary under the Company Benefit Plans and the award agreements thereunder and otherwise to effectuate this Section 2.1(c)(iv)(BAdditional Vesting Credit).