Common use of Company RSU Awards Clause in Contracts

Company RSU Awards. Effective as of immediately prior to the Effective Time, (i) the vesting of each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full, (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled and terminated as of the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled to be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company RSU Awards who are current or former employees of the Company the RSU Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company RSU Awards, in respect of such Company RSU Awards, who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable).

Company RSU Awards. Effective as of immediately prior to the Effective Time, (i) the vesting of each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be accelerated in fullfull (with any applicable performance criteria being deemed achieved at the maximum possible level of achievement for such performance criteria), (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled and terminated as of the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled to be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e1.8(e), an amount in cash (without interest), if any, ) equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price Merger Consideration (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company RSU Awards who are current or former employees of the Company or its Subsidiaries the RSU Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e1.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen five (155) days after Business Days following the ClosingEffective Time). All other payments under this Agreement to holders of Company RSU Awards, in respect of such Company RSU Awards, Awards who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agentthrough Parent’s, on behalf of the Surviving Corporation, ’s or the applicable Subsidiary’s accounts payable as promptly as practicable following the Effective Time (and in no event later than five (5) Business Days following the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicableEffective Time).

Company RSU Awards. Effective as of immediately prior to the Effective Time, (i) the vesting of each Company RSU Award that remains is outstanding as of immediately prior to thereto shall by virtue of the Effective Time shall Merger automatically and without any action on the part of the Company, Parent or the holder thereof, be accelerated in full, (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled cancelled and terminated as of and converted into the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled right to be paid by receive from the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e), an amount in cash (without interest), if any, ) equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price Merger Consideration (the “RSU Consideration”). Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and the Surviving Corporation shall, or Parent shall cause the Surviving Corporation to, pay to each holder of a Company RSU Award who as of immediately prior to the Effective Time was a non-employee director of the Company the applicable RSU Consideration (less any applicable withholding Taxes pursuant to Section 3.5) as promptly as practicable (and in no event later than the next regularly scheduled payroll date) after the Effective Time (or, if applicable, the applicable Deferred Settlement Date). With respect to each Company RSU Award that as of immediately prior to the Effective Time was held by an individual who as of immediately prior to the Effective Time was not a non-employee director of the Company, as promptly as practicable (and in no event later than the next regularly scheduled payroll date) after the earlier of (i) the nine-month anniversary of the Effective Time and (ii) the date on which such Company RSU Award (or portion thereof) was scheduled to vest in accordance with its terms as in effect as of immediately prior to the Effective Time (such earlier date, the “RSU Vesting Date”), Parent shall, or shall cause the Surviving Corporation to, pay to the holder of such Company RSU Award, the applicable RSU Consideration with respect to such Company RSU Award or portion thereof (less any applicable withholding Taxes), subject to such holder’s continued employment with the Surviving Corporation (or Parent or its Subsidiaries) through the applicable RSU Vesting Date; provided that, if such holder’s employment terminates prior to the applicable RSU Vesting Date due to termination by the Surviving Corporation (or Parent or its Subsidiaries) without Cause, by such holder for Good Reason, or due to the holder’s death or Disability, then subject to such holder’s (or estate’s) execution and non-revocation of a Subsidiary general release of claims in a form provided by the Surviving Corporation (a “Release”), Parent shall, or shall cause the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or to such holder the applicable Subsidiary’s payroll RSU Consideration with respect to the holders of such Company RSU Awards who are current or former employees of the Company the RSU Consideration, Award (less any required applicable withholding Taxes payable in respect thereof pursuant to Section 2.8(e), Taxes) as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company RSU Awards, in respect of such Company RSU Awards, who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular next regularly scheduled payroll period date) after the Closing; provided that effective date of such holder has delivered Release (or, if applicable, the applicable Deferred Settlement Date). Any payment in respect of any Company RSU Award that, immediately prior to such cancellation, was treated as “deferred compensation” subject to Section 409A of the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicableCode shall be made on the applicable settlement date for such Company RSU Awards if required in order to comply with Section 409A of the Code (the “Deferred Settlement Date”).

Company RSU Awards. Effective as of immediately prior to the Effective Time, (i) the vesting of each Company RSU Award that remains outstanding as of immediately prior to the Effective Time Time, whether time-based or performance-based, shall be accelerated in fullfull with any performance condition being deemed achieved at 100%, (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled and terminated as of the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled to be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company RSU Awards who are current or former employees of the Company the RSU Consideration, less any required applicable withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closingnext regular payroll date thereafter). All other payments under this Agreement to holders of Company RSU Awards, in respect of such Company RSU Awards, Awards who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agentthrough Parent’s, on behalf of the Surviving Corporation, ’s or the applicable Subsidiary’s accounts payable as promptly as practicable following the Effective Time (and in no event later than the second next regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicabledate thereafter).

Company RSU Awards. Effective as of immediately prior to the Effective Time, (i) the vesting of each Each Company RSU Award that remains held by a director, officer or employee of, or consultant to, the Company or any of its Subsidiaries outstanding as of immediately prior to the Effective Time shall cease to be accelerated in fullentitled to one share of Class A Common Stock upon vesting of the RSU Award and instead shall be entitled upon vesting to the Merger Consideration (and, to the extent, if any, provided under the terms of the applicable awards, an amount equal to the cash dividends that would have been received with respect to one share of Class A Common Stock during the period from the grant date of such RSU Award through the Effective Time, but not thereafter), subject to Section 3.7(g); and (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time which vests in whole or in part on the basis of the achievement of performance goals shall be canceled subject to appropriate and terminated equitable modification of the applicable performance goals by the committee of the Company Board administering such Company RSU Awards reasonably necessary to reflect the expected effect of the Merger on such performance goals. Anything to the contrary in this Section 3.5(e) notwithstanding, if by reason of the Contemplated Transactions, a position with the Surviving Corporation of a holder of a Company RSU Award will terminate as of the Effective TimeTime (including, and (iii) each holder for the avoidance of each doubt, as a result of resignation or removal of directors as contemplated by this Agreement), for purposes of this Section 3.5(e), such Company RSU Award shall be entitled deemed to be paid by vest as of the Surviving Corporation promptly Effective Time and within three (3) Business Days after the Effective TimeClosing, subject Parent shall pay by wire transfer of immediately available funds to Section 2.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company RSU Awards who are current or former employees of the Company the RSU Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company RSU Awards, in respect of such Company RSU Awards, who are not current or former employees (each, “Non-Employee RSU Award Holder”) Parent shall be made by the Payment Agent, on behalf of cause the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period five (5) Business Days after the Closing; provided that ), to pay to each of the holders of such holder has delivered Company RSU Awards, the applicable Merger Consideration (and, to the Payment Agent a completed and duly executed Form W-9 or Form W-8BENextent, as applicableif any, provided under the terms of the applicable awards, an amount equal to the cash dividends that would have been received with respect to one share of Class A Common Stock during the period from the grant date of such RSU Award through the Effective Time, but not thereafter) (less any applicable withholding Taxes pursuant to Section 3.7(g)).

Company RSU Awards. Effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holders thereof or the Company, (i) the vesting of each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full, full and (ii) each Company RSU Award that remains outstanding as of immediately prior to the Effective Time shall be canceled and terminated as of the Effective Time, and (iii) each holder of each such Company RSU Award shall be entitled to be paid by the Surviving Corporation promptly after canceled as of the Effective TimeTime and converted into the right to receive, subject to Section 2.8(e3.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time, by (y) the Offer Price (the “RSU Consideration”). Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the former holders of Company RSU Awards who are current or former employees of the Company Company, the applicable RSU Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e3.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen ten (1510) days after the ClosingBusiness Days thereafter). All other payments under this Agreement of RSU Consideration to former holders of Company RSU Awards, in respect of such Company RSU Awards, Awards who are not current or former employees (each, “Non-Employee RSU Award Holder”) shall be made by the Payment Agentthrough Parent’s, on behalf of the Surviving Corporation’s or the applicable Subsidiary’s accounts payable, less any required withholding Taxes payable in respect thereof pursuant to Section 3.8(e), as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicableten (10) Business Days thereafter).