Common use of Company RSAs Clause in Contracts

Company RSAs. At the Effective Time, by virtue of the Merger, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall be fully vested, cancelled and automatically converted, without any required action on the part of the holder thereof, into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSA, multiplied by (B) the Per Share Price, subject to any applicable withholding Taxes payable in respect thereof (the “Company RSA Consideration”).

Appears in 2 contracts

Samples: Merger Agreement (Carrols Restaurant Group, Inc.), Merger Agreement (Restaurant Brands International Limited Partnership)

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Company RSAs. At the Effective Time, by virtue of the Merger, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall be fully vested, cancelled and automatically converted, without any required action on the part of the holder thereof, converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSA, multiplied by (B) the Per Share Price, subject to any applicable required withholding of Taxes payable in respect thereof (the “Company RSA Consideration”).

Appears in 2 contracts

Samples: Merger Agreement (Vista Equity Partners Fund Viii, L.P.), Merger Agreement (Duck Creek Technologies, Inc.)

Company RSAs. At the Effective Time, by virtue of the Merger, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall will be fully vested, cancelled and automatically converted, without any required action on the part of the holder thereof, converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSA, multiplied by (B) the Per Share Price, subject to any applicable required withholding of Taxes payable in respect thereof (the “Company RSA Consideration”).

Appears in 1 contract

Samples: Merger Agreement (Chico's Fas, Inc.)

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Company RSAs. At the Effective Time, by virtue of the Merger, each Company RSA, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall will be fully vested, cancelled and automatically converted, without any required action on the part of the holder thereof, converted into the right to receive an amount in cash (without interest) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSA, multiplied by (B) the Per Share PriceMerger Consideration, subject to any applicable required withholding of Taxes payable in respect thereof (the “Company RSA Consideration”).

Appears in 1 contract

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

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