Common use of Company RSU Awards Clause in Contracts

Company RSU Awards. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each outstanding award of restricted stock units (whether time-based or performance-based), including any such units that are deferred under any deferred compensation plan of the Company that prior to the date hereof has been provided to Parent or is filed as an exhibit to any Company SEC Document as of the date hereof, that corresponds to a number of shares of Company Common Stock (each, a “Company RSU Award”) under any Company Equity Plan shall be assumed by Parent and shall be converted into a restricted stock unit award corresponding to Parent Shares (each, a “Parent RSU Award”) with respect to a number of Parent Shares (rounded up or down to the nearest whole share) equal to the product obtained by multiplying (i) the applicable number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time by (ii) the Exchange Ratio. Except as otherwise provided in this Section 2.3(b), each Parent RSU Award assumed and converted pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time. Notwithstanding the foregoing, restricted stock units under a Company RSU Award that have vested as of the Closing Date but have not yet been settled as of such date shall be converted into the right to receive Parent Shares in the manner set forth in Section 2.1.

Company RSU Awards. As Effective as of immediately prior to the Effective Time, each Company RSU Award that is outstanding immediately prior thereto shall by virtue of the Merger automatically and without any action on the part of the holders Company, Parent or the holder thereof, each outstanding award of restricted stock units (whether time-based or performance-based), including any such units that are deferred under any deferred compensation plan of the Company that prior to the date hereof has been provided to Parent or is filed as an exhibit to any Company SEC Document as of the date hereof, that corresponds to a number of shares of Company Common Stock (each, a “Company RSU Award”) under any Company Equity Plan shall be assumed by Parent canceled and shall be terminated and converted into a restricted stock unit award corresponding the right to Parent Shares receive from the Surviving Corporation an amount in cash (each, a “Parent RSU Award”) with respect to a number of Parent Shares (rounded up or down to the nearest whole sharewithout interest) equal to the product obtained by multiplying (ix) the applicable aggregate number of shares of Company Common Stock subject to Shares underlying such Company RSU Award immediately prior to the Effective Time Time, by (iiy) the Exchange RatioMerger Consideration (the “RSU Consideration”), subject to any applicable withholding Taxes pursuant to Section 2.8(d). Except Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay to each holder of Company RSU Awards the applicable RSU Consideration (subject to any applicable withholding Taxes pursuant to Section 2.8(d)) as otherwise provided promptly as practicable thereafter (and in no event later than the next regularly scheduled payroll date at least five (5) Business Days after the Effective Time). Notwithstanding anything to the contrary contained in this Section 2.3(b)Agreement, each Parent RSU Award assumed and converted pursuant to this Section 2.3(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding any payment in respect of any Company RSU Award that, immediately prior to such cancellation, constitutes “nonqualified deferred compensation” subject to Section 409A of the Code and that cannot be settled in connection with the Effective Time. Notwithstanding Time without incurring penalties under Section 409A of the foregoing, restricted stock units under a Code shall be made on the applicable settlement date for such Company RSU Award that have vested as (or an earlier permissible date) if required in order to comply with Section 409A of the Closing Date but have not yet been settled as of such date shall be converted into the right to receive Parent Shares in the manner set forth in Section 2.1Code.

Company RSU Awards. As Effective as of immediately prior to the Effective Time, each Company RSU Award that is outstanding immediately prior thereto shall by virtue of the Merger automatically and without any action on the part of the holders Company, Parent or the holder thereof, each outstanding award of restricted stock units (whether time-based or performance-based), including any such units that are deferred under any deferred compensation plan of the Company that prior to the date hereof has been provided to Parent or is filed as an exhibit to any Company SEC Document as of the date hereof, that corresponds to a number of shares of Company Common Stock (each, a “Company RSU Award”) under any Company Equity Plan shall be assumed by Parent canceled and shall be terminated and converted into a restricted stock unit award corresponding the right to Parent Shares receive from the Surviving Corporation an amount in cash (each, a “Parent RSU Award”) with respect to a number of Parent Shares (rounded up or down to the nearest whole sharewithout interest) equal to the product obtained by multiplying (ix) the applicable aggregate number of shares of Company Common Stock subject to Shares underlying such Company RSU Award immediately prior to the Effective Time Time, by (iiy) the Exchange Ratio. Except as otherwise provided in this Section 2.3(bMerger Consideration (the “RSU Consideration”), each Parent RSU Award assumed and converted subject to any applicable withholding Taxes pursuant to this Section 2.3(b) 2.8(e). Parent shall continue pay by wire transfer of immediately available funds to havethe Surviving Corporation, and the Surviving Corporation shall, and Parent shall be subject cause the Surviving Corporation to, the same terms and conditions as applied pay to the corresponding each holder of Company RSU Award immediately prior Awards the applicable RSU Consideration (subject to any applicable withholding Taxes pursuant to Section 2.8(e)) as promptly as practicable (and in no event later than the next regularly scheduled payroll date at least five Business Days after the Closing) after the Effective Time. Notwithstanding anything to the foregoingcontrary contained in this Agreement, restricted stock units under a any payment in respect of any Company RSU Award that have vested as that, immediately prior to such cancellation, constitutes “nonqualified deferred compensation” subject to Section 409A of the Closing Date but have not yet been settled as of such date Code shall be converted into made on the right applicable settlement date for such Company RSU Award if required in order to receive Parent Shares in comply with Section 409A of the manner set forth in Section 2.1Code.