Company RSU Awards. Each Company RSU Award that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration, which amount shall be paid in accordance with Section 2.7(g) (the “RSU Consideration”).
Appears in 3 contracts
Samples: Merger Agreement (Intra-Cellular Therapies, Inc.), Merger Agreement (Intra-Cellular Therapies, Inc.), Merger Agreement (Shockwave Medical, Inc.)
Company RSU Awards. Each Company RSU Award that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled and converted into the right to receive (i) an amount in cash (without interest) equal to the product of (iA) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time and (iiB) the Merger ConsiderationCash Amount, which amount shall be paid in accordance with Section 2.7(g3.7(g), and (ii) one (1) CVR for each Company Share underlying such Company RSU Award immediately prior to the Effective Time (collectively, the “RSU Consideration”).
Appears in 3 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Abiomed Inc), Merger Agreement (Johnson & Johnson)
Company RSU Awards. Each Company RSU Award that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration, which amount shall be paid in accordance with Section 2.7(g2.7(f) (the “RSU Consideration”).
Appears in 2 contracts
Samples: Merger Agreement (Ambrx Biopharma, Inc.), Merger Agreement (Ambrx Biopharma, Inc.)
Company RSU Awards. Each Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each Company RSU Award that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be canceled cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company RSU, without interest and subject to deduction for any required withholding under applicable Tax Law, an amount in cash (without interest) from Parent or the Surviving Corporation equal to the product of (i) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration, which amount shall be paid in accordance with Section 2.7(g) (the “RSU Consideration”).
Appears in 1 contract
Company RSU Awards. Each Company RSU Award that is outstanding as of immediately prior to At the Effective Time, each outstanding Company RSU Award, whether vested or unvested, shall shall, automatically and without any required action on the part of the holder thereof, be canceled cancelled and converted into only the right to receive (without interest), an amount in cash (without interest) equal to such consideration, in the product of (i) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time and (ii) the Merger Considerationaggregate, which amount shall be paid in accordance with Section 2.7(g) (the “RSU Consideration”)., less applicable Tax withholdings, payable as soon as reasonably practicable
Appears in 1 contract
Samples: Merger Agreement (Celgene Corp /De/)
