Company RSUs. At the Effective Time, each restricted stock unit entitling the holder thereof to Company Shares or cash equal to the value of Company Shares with only time-based vesting requirements (each, a “Company RSU”) that is outstanding and unvested as of the Effective Time (after application of any vesting acceleration provisions set forth in the terms of such Company RSU) (each such Company RSU, an “Unvested Company RSU”) shall, automatically and without any action on the part of the holder thereof, be converted into a restricted stock unit denominated in Parent Shares entitling the holder thereof to solely cash equal to the value of the number of Parent Shares (rounded up to the nearest whole number) equal to (i) the number of Company Shares subject to such Unvested Company RSU immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio. Except as specifically provided above, following the Effective Time, each such restricted stock unit shall continue to be governed by substantially the same terms and conditions (including the terms set forth on Section 4.5 of the Company Disclosure Letter) as were applicable to such Unvested Company RSU immediately prior to the Effective Time. At the Effective Time, each Company RSU that is outstanding and vested as of the Effective Time (taking into account the application of any vesting acceleration provisions set forth in the terms of such Company RSU), shall, automatically and without any action on the part of the holder thereof, be cancelled and converted into only the right to receive an amount solely in cash equal to the Equity Award Cash-Out Consideration, and an amount solely in cash equal to any accumulated and unpaid dividend equivalents, in each case, with respect to each Company Share subject to such Company RSU immediately prior to the Effective Time (without interest and less applicable withholdings in accordance with Section 4.6) as soon as reasonably practicable after the Effective Time (but in no event later than the end of the first regular payroll period commencing following the Effective Time); provided that, with respect to any Company RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code and that are not permitted to be paid or settled as soon as reasonably practicable after the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment or settlement shall be made at the earliest time permitted under ...
Company RSUs. At or immediately prior to the Effective Time, each award of restricted stock units under any Company Plan (a “Company RSU”) that is outstanding immediately prior to the Effective Time, whether or not vested, shall be canceled and Parent shall use reasonable best efforts to cause Banco Santander, S.A. to replace such cancelled Company RSU with a restricted stock unit award providing the holder of such cancelled Company RSU a right to receive, on the date that such Company RSU otherwise would have been settled, a number of ADRs equal to the quotient of (i) the product of (x) the number of Shares underlying the applicable Company RSU multiplied by (y) the Offer Price, divided by (ii) the price per ADR set forth on Schedule 3.06. Such replacement award shall otherwise be subject to the same terms (including vesting requirements and, as applicable, performance goals) as the underlying Company RSU; provided, however, that service with the Surviving Company and its Affiliates shall be treated as continuing service for vesting and all other purposes, and with respect to Company RSUs granted on June 4, 2021 to any member of the Board whose service is involuntarily terminated in connection with a downsizing of the Board in connection with the Merger, to the extent not yet vested as of the termination date, Company RSUs that vest based on the director’s continued service shall be deemed fully vested as of the director’s termination of service as of the termination date. Parent shall use reasonable best efforts to cause Banco Santander, S.A., to, at or prior to the Effective Time, register on an appropriate registration statement the shares of capital stock of Banco Santander, S.A. evidenced by the ADRs in respect of the replacement awards. Parent shall use reasonable best efforts to cause Banco Santander, S.A. to take all corporate actions necessary to authorize the issuance of the ADRs, and cause the ADRs, when issued and delivered, to be duly authorized, validly issued, fully paid, and nonassessable, free and clear of any liens or encumbrances, and issued in compliance with Applicable Law. If such ADRs are not able to be issued, or for any other reason Banco Santander does not issue such ADRs, under any replacement award in accordance with this Section 3.06, then Parent shall pay to the holder of such replacement award that vests (it being understood that the same vesting conditions applicable to the Company RSU and to replacement awards shall apply for this purpo...
Company RSUs. (a) At the Effective Time, each Company RSU, that is outstanding as of immediately prior to the Effective Time, whether vested but unsettled or unvested (including Company RSUs with market- or performance-based conditions (“Company PSUs”)), shall, by virtue of the Merger and without further action on the part of the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of Shares underlying or denominated by such Company RSU (with respect to Company PSUs, vesting at target), less applicable Taxes and authorized deductions. Parent shall cause the Surviving Corporation to make the payments contemplated by this Section 2.04(a) as promptly as practicable after the Effective Time (and, in any event, no later than the next regularly scheduled payroll date after the Effective Time (or, if later, five (5) Business Days after the Effective Time)); provided, however, that no payment (including in respect of any Director DSU) shall be accelerated to the extent it would result in the imposition of a penalty or additional Tax under Section 409A of the Code, and instead, any such payment shall be made on the earliest date possible without resulting in the imposition of any such penalty Tax.
(b) Prior to the Effective Time, the Company Board (and/or the compensation committee (or equivalent committee) of the Company Board) shall adopt such resolutions and take all such other actions (including providing any notices) as are necessary to give effect to the transactions contemplated by this Section 2.04. From and after the Effective Time, holders of Company RSUs shall cease to have any rights with respect to such Company RSUs, except the right to receive the payments contemplated by Section 2.04(a). The Company shall take all actions necessary to ensure that from and after the Effective Time, neither Parent nor the Surviving Corporation will be required to deliver Shares or other capital stock of the Company to any person pursuant to or in settlement of any Company RSUs.
Company RSUs. (i) At the Effective Time, each Company RSU outstanding as of immediately prior to the Effective Time that is vested (including after giving effect to any acceleration of vesting to which such Company RSU is entitled as of immediately prior to the Effective Time as contemplated by Section 2.8 of the Company Disclosure Letter) will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into and will become a right to receive the Merger Consideration, subject to Section 2.7(c) with respect to fractional shares. Parent shall deliver the Merger Consideration to the holders of such Company RSUs as soon as practicable following the Closing Date, but in any event no later than three (3) Business Days following the Closing Date.
(ii) At the Effective Time, each Company RSU outstanding as of immediately prior to the Effective Time that is unvested will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into a Parent RSU award with respect to the number of shares of Parent Class A Common Stock that is equal to the product of (A) the number of shares of Company Common Stock subject to such unvested Company RSU as of immediately prior to the Effective Time multiplied by (B) the Merger Consideration, rounded down to the nearest whole share, which such Parent RSU award shall be subject to the same vesting terms and conditions applicable to the Company RSU to which it relates as of immediately prior to the Effective Time, including any applicable vesting acceleration provisions in connection with such holder’s termination of employment or service but otherwise shall be subject to the terms and conditions of the Parent Stock Plan. On the Closing Date, Parent shall file with the SEC a registration statement on Form S-8 registering the Parent RSUs.
Company RSUs. At the Effective Time, each Company RSU outstanding as of immediately prior to the Effective Time will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be treated as follows:
Company RSUs. Unless otherwise agreed to by the Parties, at the Effective Time, by virtue of the Merger, the Company RSUs that are unexpired, unexercised, and outstanding as of immediately prior to the Effective Time shall be treated as follows.
Company RSUs. “Company RSUs” shall mean restricted stock units with respect to Shares, including performance vesting restricted stock units with respect to Shares.
Company RSUs. Immediately prior to the Effective Time, each (x) Company RSU that was granted prior to the date of this Agreement and is outstanding immediately prior to the Effective Time and (y) each Company RSU that would result, pursuant to the terms of the applicable Company RSU award agreement, from crediting to an award recipient’s account the amount of cash dividends accrued, but not yet credited, in respect of each share of Company Common Stock subject to such Company RSU, shall be converted into a vested right to receive cash in an amount equal to the Merger Consideration.
Company RSUs. “Company RSUs” shall mean any restricted stock units in respect of Company Common Stock granted under any Company Equity Incentive Plan.
Company RSUs. At the Effective Time, each Company RSU that is outstanding at the Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount (without interest) in cash equal in value to (A) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (B) the Per Share Price (the “Company RSU Consideration”).
