Common use of Company Restricted Stock Units Clause in Contracts

Company Restricted Stock Units. Except with respect to the Existing RSU Awards set forth on Section 2.3(a) of the Company Disclosure Schedule, which schedule may be updated by Buyer prior to the Closing to list additional Existing RSU Awards (the “Scheduled RSU Awards”), each Existing RSU Award, whether vested or unvested, shall, as of immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof, be cancelled and converted on the same terms and conditions (including applicable vesting conditions) applicable to such Existing RSU Award under the applicable Company Stock Plan and Award Agreement in effect immediately prior to the Closing into an award of restricted stock units of Buyer covering a number of shares of Buyer Common Stock, rounded up or down to the nearest whole share, determined by multiplying the number of Company Ordinary Shares subject to such Existing RSU Award immediately prior to Closing by the Exchange Ratio (such restricted stock unit of Buyer, a “Converted RSU Award”); provided, that, each such Converted RSU Award shall immediately become fully vested upon any “Qualifying Termination” as defined in the Award Agreements of the holder thereof. Each Scheduled RSU Award, whether vested or unvested, shall, as of immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof, be cancelled and converted into the right to receive, for each restricted stock unit subject to such Scheduled RSU Award, an amount of cash equal to the Cash Value.

Company Restricted Stock Units. Except with respect to At the Existing RSU Awards set forth on Section 2.3(aEffective Time, each award of Company Restricted Stock Units (or portion thereof) of the Company Disclosure Schedule, which schedule may be updated by Buyer that is outstanding and unvested immediately prior to the Closing to list additional Existing RSU Awards Effective Time (and does not vest as a result of the consummation of the transactions contemplated hereby) shall, by virtue of the Merger, be assumed by Parent (each, an “Scheduled RSU AwardsAssumed RSU”), . The number of shares of Parent Common Stock subject to each Existing Assumed RSU Award, whether vested or unvested, shall, shall be equal to the product of (i) the number of shares of Company Common Stock underlying such unvested Company Restricted Stock Unit award as of immediately prior to the Effective Time, automatically and without any action on Time multiplied by (ii) the part of Exchange Ratio (with the holder thereof, be cancelled and converted on the same terms and conditions (including applicable vesting conditions) applicable to such Existing RSU Award under the applicable Company Stock Plan and Award Agreement in effect immediately prior to the Closing into an award of restricted stock units of Buyer covering a number of shares of Buyer Common Stockresulting number, rounded up or down to the nearest whole share). Except as otherwise agreed to by Parent and a holder of such Assumed RSUs, determined by multiplying such Assumed RSUs will be subject to substantially the number same terms and conditions as applied to the related award of Company Ordinary Shares subject to such Existing RSU Award immediately prior to Closing by the Exchange Ratio (such restricted stock unit of Buyer, a “Converted RSU Award”); provided, that, each such Converted RSU Award shall immediately become fully vested upon any “Qualifying Termination” as defined in the Award Agreements of the holder thereof. Each Scheduled RSU Award, whether vested or unvested, shall, as of Restricted Stock Units immediately prior to the Effective Time, automatically and without any action on including the part same vesting schedule applicable thereto. Any Company Restricted Stock Unit (or portion thereof) that is not an Assumed RSU (each, a “Cancelled RSU”) shall, by virtue of the holder thereofMerger and at the direction of Parent (which is hereby given pursuant to this Agreement), be cancelled and terminated and converted into the right to receivereceive an amount in cash, for without interest, with respect to each restricted stock unit subject share of Company Common Stock underlying such Cancelled RSU, equal to the product of the Exchange Ratio multiplied by the Parent Average Closing Price (the “Cancelled RSU Consideration”), except as may otherwise be required by Section 409A of the Code, in which case such Scheduled Company Restricted Stock Unit shall be treated as an Assumed RSU. The holder of each Cancelled RSU Awardshall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, an amount of in cash equal to the Cash ValueCancelled RSU Consideration.

Company Restricted Stock Units. Except with respect to At the Existing RSU Awards set forth on Section 2.3(aEffective Time, each award of Company Restricted Stock Units (or portion thereof) of the Company Disclosure Schedule, which schedule may be updated by Buyer that is outstanding and unvested immediately prior to the Closing to list additional Existing RSU Awards Effective Time (and does not vest as a result of the consummation of the transactions contemplated hereby) shall, by virtue of the Merger, be assumed by Parent (each, an “Scheduled RSU AwardsAssumed RSU”), . The number of shares of Parent Common Stock subject to each Existing RSU Award, whether vested or unvested, shall, Assumed XXX shall be equal to the product of (i) the number of shares of Company Common Stock underlying such unvested Company Restricted Stock Unit award as of immediately prior to the Effective Time, automatically and without any action on Time multiplied by (ii) the part of Exchange Ratio (with the holder thereof, be cancelled and converted on the same terms and conditions (including applicable vesting conditions) applicable to such Existing RSU Award under the applicable Company Stock Plan and Award Agreement in effect immediately prior to the Closing into an award of restricted stock units of Buyer covering a number of shares of Buyer Common Stockresulting number, rounded up or down to the nearest whole share). Except as otherwise agreed to by Parent and a holder of such Assumed RSUs, determined by multiplying such Assumed RSUs will be subject to substantially the number same terms and conditions as applied to the related award of Company Ordinary Shares subject to such Existing RSU Award immediately prior to Closing by the Exchange Ratio (such restricted stock unit of Buyer, a “Converted RSU Award”); provided, that, each such Converted RSU Award shall immediately become fully vested upon any “Qualifying Termination” as defined in the Award Agreements of the holder thereof. Each Scheduled RSU Award, whether vested or unvested, shall, as of Restricted Stock Units immediately prior to the Effective Time, automatically and without any action on including the part same vesting schedule applicable thereto. Any Company Restricted Stock Unit (or portion thereof) that is not an Assumed RSU (each, a “Cancelled RSU”) shall, by virtue of the holder thereofMerger and at the direction of Parent (which is hereby given pursuant to this Agreement), be cancelled and terminated and converted into the right to receivereceive an amount in cash, for without interest, with respect to each restricted stock unit subject share of Company Common Stock underlying such Cancelled RSU, equal to the product of the Exchange Ratio multiplied by the Parent Average Closing Price (the “Cancelled RSU Consideration”), except as may otherwise be required by Section 409A of the Code, in which case such Scheduled Company Restricted Stock Unit shall be treated as an Assumed RSU. The holder of each Cancelled RSU Awardshall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, an amount of in cash equal to the Cash ValueCancelled RSU Consideration.