Common use of Company RSAs Clause in Contracts

Company RSAs. Neither the Surviving Corporation nor Parent shall assume any Company RSA or substitute for any Company RSA any similar award for the Surviving Corporation or Parent stock, in connection with the Merger or any of the other Transactions. Effective as of the Effective Time and without any action on the part of any holder of Company RSAs, each Company RSA that is then outstanding and unvested shall become fully vested and any restrictions or risk of forfeiture shall lapse and each such Company RSA for which the holder thereof did not make a timely and valid 83(b) Election shall be cancelled and converted into the right to receive (i) an amount in cash (without interest and subject to deduction for any required withholding as contemplated in Section 1.7) equal to: (A) the total number of shares of such Company RSAs multiplied by (B) the Closing Cash Consideration, without any interest thereon (the “Company RSA Cash Consideration”) and (ii) CVRs in an amount equal to the total number of shares of such Company RSAs, and each holder of any such Company RSA shall cease to have any rights with respect thereto, except the right to receive consideration in accordance with this Section 1.5(a). The Surviving Corporation shall pay the Company RSA Cash Consideration, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, at the Effective Time or at the Surviving Corporation’s next ordinary course payroll date (that is at least 5 Business Days following the Effective Time) and with respect to a CVR such payment will be made, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, if, and only if, a Milestone Payment for 2026 and/or a Milestone Payment for 2027 (as each such term is defined in the CVR Agreement) is made and will be made at the same time such applicable Milestone Payment is made to other holders of CVRs; provided that notwithstanding anything to the contrary contained herein, payment in respect of the CVR shall only be made to the extent such payment is made not later than five years after the Closing Date, and no amount in respect of the CVR shall be paid to the holder of such Company RSA after such five year period.

Company RSAs. Neither the Surviving Corporation nor Parent shall assume any Company RSA or substitute for any Company RSA any similar award for the Surviving Corporation or Parent stock, in connection with the Merger or any of the other Transactions. Effective as of the Effective Time and without any action on the part of any holder of Company RSAs, : (i) each Company RSA that is then outstanding and unvested shall become fully vested and be converted into the right to receive the amounts described in this Section 1.5(a), notwithstanding any vesting conditions, restrictions or risk of forfeiture forfeiture; (ii) each Company RSA for which the holder thereof made a timely and valid election under Section 83(b) of the Code (a “Section 83(b) Election”) shall lapse be cancelled and converted into the right to receive the Merger Consideration with respect to each share of Company Common Stock subject to such Company RSA in accordance with and at the times provided in Section 1.3 and the CVR Agreement; (iii) each Company RSA for which the holder thereof did not make a timely and valid Section 83(b) Election shall be cancelled and converted into the right to receive (iA) an amount in cash (without interest and subject to deduction for any required withholding as contemplated in Section 1.7) equal to: (AI) the total number of shares of such Company RSAs multiplied by (BII) the Closing Per Share Cash Consideration, without any interest thereon Consideration (the “Company RSA Cash Consideration”) and (iiB) CVRs in an amount equal one CVR with respect to each share of Company Common Stock subject to such Company RSA immediately prior to the total number of shares of such Company RSAs, Effective Time; and (iv) each holder of any such Company RSA shall cease to have any rights with respect thereto, except the right to receive consideration in accordance with this Section 1.5(a). The Surviving Corporation shall pay the Company RSA Cash ConsiderationConsideration contemplated in the foregoing clause (iii), without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.71.6, at the Effective Time or at on the Surviving Corporation’s next ordinary course payroll date (that is at least 5 five Business Days following the Effective Time) Time and with respect to a CVR such payment will be made, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.71.6, if, and only if, a Milestone Contingent Payment for 2026 and/or a Milestone Payment for 2027 (as each such term is defined in the CVR Agreement) is made and will be made at the same time such applicable Milestone Contingent Payment is made to other holders of CVRs; provided that that, to the extent required to avoid a violation of Section 409A of the Code, and notwithstanding anything to the contrary contained herein, payment in respect of the CVR for such Company RSAs referred to in clause (iii) shall only be made to the extent such payment is made not later than five years after the Closing Date, and no amount in respect of the CVR shall be paid to the holder of such Company RSA after such five five-year period.

Company RSAs. Neither the Surviving Corporation nor Parent shall assume any Company RSA or substitute for any Company RSA any similar award for the Surviving Corporation or Parent stock, in connection with the Merger or any of the other Transactions. Effective as of (i) At the Effective Time and without any action on the part of any holder of Company RSAsTime, each Company RSA that is then outstanding as of immediately prior to the Effective Time and unvested shall become fully either (x) held by a non-employee member of the Company Board or (y) vested in accordance with its terms as of the Effective Time (each, a “Vested Company RSA” ) shall, automatically and without any restrictions or risk required action on the part of forfeiture shall lapse and each such Company RSA for which the holder thereof did not make a timely and valid 83(b) Election shall thereof, be cancelled and converted into the right to receive (i) an amount in cash cash, without interest, equal to the product obtained by multiplying (without interest and subject to deduction for any required withholding as contemplated in Section 1.7) equal to: (Ax) the total number of shares of Company Common Stock underlying such Company RSAs multiplied RSA, by (By) the Closing Cash Merger Consideration, without subject to any interest thereon required withholding of Taxes (the “Vested Company RSA Cash Consideration”) and ). (ii) CVRs in At the Effective Time, each Company RSA that is outstanding as of immediately prior to the Effective Time and not a Vested Company RSA (each, an “Unvested Company RSA”) shall, automatically and without any required action on the part of the holder thereof, be converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Company Common Stock underlying such Company RSAsRSA, and each holder of any such by (y) the Merger Consideration (the “Unvested Company RSA shall cease Consideration”). Subject to have the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates (but without limitation to any rights that the holder may have under any agreement with respect thereto, except the right to receive consideration in accordance with this Section 1.5(a). The Surviving Corporation shall pay the Company in effect on the date hereof), such Unvested Company RSA Cash Consideration, without interest thereon Consideration amounts will vest and subject to deduction for any required withholding as contemplated in Section 1.7, at the Effective Time or at the Surviving Corporation’s next ordinary course payroll date (that is at least 5 Business Days following the Effective Time) and with respect to a CVR such payment will be made, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, if, and only if, a Milestone Payment for 2026 and/or a Milestone Payment for 2027 (as each such term is defined in the CVR Agreement) is made and will be made become payable at the same time as the Company RSA from which such Unvested Company RSA Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable Milestone Payment is made to the underlying Company RSA immediately prior to the Effective Time (except (A) for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other holders administrative or ministerial changes as in the reasonable and good faith determination of CVRs; Parent are appropriate to conform the administration of the Unvested Company RSA Consideration amounts, provided that notwithstanding anything to no such changes shall impair the contrary contained herein, payment in respect rights of the CVR shall only be made applicable holder of Unvested Company RSA Consideration) with respect to the extent such payment is made not later than five years after the Closing Date, and no amount in respect their receipt of the CVR shall be paid to the holder of such Unvested Company RSA after such five year periodConsideration.