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 restricted stock unit award that corresponds to a number of shares of Company Common Stock granted under a Company Equity Plan (each, a “Company RSU Award”) that is outstanding as of immediately prior to the Effective Time, shall be assumed by Parent and shall be converted into a restricted share unit award corresponding to Parent Shares (each, a “Parent RSU Award”) with respect to a number of Parent Shares (rounded to the nearest whole share) equal to the product obtained by multiplying (i) the 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 2.3(d), each Company RSU Award assumed and converted into a Parent RSU Award pursuant to this Section 2.3(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: Agreement and Plan of Merger (TYCO INTERNATIONAL PLC), Agreement and Plan of Merger (Johnson Controls Inc)
Company RSU Awards. As 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 unit award 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 that is outstanding as of immediately prior to the Effective Time, not then vested shall be assumed by Parent and shall be converted into a restricted share 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 2.3(d2.4(c), each Company Parent RSU Award assumed and converted into a Parent RSU Award pursuant to this Section 2.3(d2.4(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 2 contracts
Samples: Agreement and Plan of Merger (Questcor Pharmaceuticals Inc), Agreement and Plan of Merger (Mallinckrodt PLC)
