Company RSU Awards. Subject to Section 2.4(d), 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 that corresponds to a number of shares of Company Common Stock (each, a “Company RSU Award”) under any Company Equity Plan that is not then vested 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 2.4(c), each Parent RSU Award assumed and converted pursuant to this Section 2.4(c) 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.
Appears in 2 contracts
Samples: Merger Agreement (Mallinckrodt PLC), Merger Agreement (Questcor Pharmaceuticals Inc)
Company RSU Awards. Subject to Section 2.4(d), as 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 unit award that corresponds to a number of shares of Company Common Stock granted under a Company Equity Plan (each, a “Company RSU Award”) under any Company Equity Plan that is not then vested outstanding as of immediately prior to the Effective Time, shall be assumed by Parent and shall be converted into a restricted stock share 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 as of immediately prior to the Effective Time by (ii) the Exchange Ratio. Except as otherwise provided in this Section 2.4(c2.3(d), each Parent Company RSU Award assumed and converted into a Parent RSU Award pursuant to this Section 2.4(c2.3(d) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company RSU Award as of immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (TYCO INTERNATIONAL PLC), Merger Agreement (Johnson Controls Inc)
Company RSU Awards. Subject to Section 2.4(d), as 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 that corresponds to a number of shares of Company Common Stock granted under a Company Equity Plan (each, a “Company RSU Award”) under any Company Equity Plan ), whether vested or unvested, that is not then vested outstanding as of immediately prior to the Effective Time, 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 as of immediately prior to the Effective Time by (ii) the Exchange Ratio. Except as otherwise provided in this Section 2.4(c2.3(c), each Parent Company RSU Award assumed and converted into a Parent RSU Award pursuant to this Section 2.4(c2.3(c) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company RSU Award as of immediately prior to the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Allergan PLC)