Company RSU Awards. (i) Except as set forth in Section 3.2(a)(ii), at the Effective Time, each outstanding award of restricted stock units in respect of Company Common Stock that vests solely based on service (a “Company RSU Award”) granted pursuant to the Company’s 2019 Incentive Compensation Plan, as amended from time to time, or any predecessor plan (the “Company Stock Plan”), shall be canceled and converted into an award of restricted stock units in respect of Parent Common Stock (a “Parent RSU Award”) covering that number of shares of Parent Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. Each Parent RSU Award corresponding to a Company RSU Award outstanding as of the date hereof shall, except as otherwise provided in this Section 3.2(a), be subject to substantially the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time.
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Samples: Agreement and Plan of Merger (Conocophillips), Agreement and Plan of Merger (Marathon Oil Corp), Agreement and Plan of Merger (Marathon Oil Corp)
Company RSU Awards. (i) Except as set forth in Section 3.2(a)(ii), at 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 time-based restricted stock units in respect that corresponds to a number of shares of Company Common Stock that vests solely based on service granted under a Company Equity Plan (each, a “Company RSU Award”) granted pursuant ), whether vested or unvested, that is outstanding as of immediately prior to the Company’s 2019 Incentive Compensation Plan, as amended from time to time, or any predecessor plan (the “Company Stock Plan”)Effective Time, shall be canceled assumed by Parent and shall be converted into an award of a restricted stock units in respect of unit award corresponding to Parent Common Stock Shares (each, a “Parent RSU Award”) covering that with respect to a number of shares of Parent Common Stock Shares (rounded to the nearest whole share) equal to the product of obtained by multiplying (i) the total number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio. Each Parent RSU Award corresponding to a Company RSU Award outstanding as of the date hereof shall, except Except as otherwise provided in this Section 3.2(a2.3(c), each Company RSU Award assumed and converted into a Parent RSU Award pursuant to this Section 2.3(c) shall continue to have, and shall be subject to substantially to, the same terms and conditions as applied to the corresponding Company RSU Award as of immediately prior to the Effective Time.
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