Company RSUs held by Continuing Employees Sample Clauses

Company RSUs held by Continuing Employees. Each unvested Company RSU held by a Continuing Employee that is outstanding immediately prior to the Effective Time (each, a “Rollover RSU”) shall on the terms and subject to the conditions set forth herein be assumed and converted by Parent in accordance with Section 6.9.
Sample 1
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Company RSUs held by Continuing Employees. At the Effective Time, each Rollover RSU that is outstanding as of the Effective Time shall, on the terms and subject to the conditions set forth in this Agreement, be assumed by Parent. Each such Rollover RSU so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions (including, if applicable, the vesting arrangements (without acceleration as a result of such assumption) and other terms and conditions set forth in the Company Option Plan under which such Rollover RSU was granted and the applicable grant or award agreement and Company Employee Plans) as are in effect immediately prior to the Effective Time (in each case, as may be amended by the applicable Employment Offer Document as set forth on Schedule 6.9 of the Company Disclosure Letter), except that (A) such Rollover RSU shall be settled by the issuance of that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon settlement of such Rollover RSU immediately prior to the Effective Time (after taking into account any accelerated vesting or forfeitures of such Rollover RSUs that may occur immediately prior to the Effective Time under the terms of the agreements governing such Rollover RSUs and as set forth on Schedule 6.9(b) of the Company Disclosure Letter) multiplied by the Exchange Ratio (rounded down to the next whole number of shares of Parent Common Stock, with no cash being payable for any fractional share eliminated by such rounding) and (B) Parent’s board of directors or a committee thereof shall succeed to the authority of the Company Board or any committee thereof with respect to the Rollover RSUs and the Company Option Plans. Consistent with the terms of the Company Option Plans and the documents governing the Rollover RSUs under such plans as in effect on the Agreement Date, the Merger shall not result in the termination of any of the outstanding Rollover RSUs or accelerate the vesting of such Rollover RSUs or the shares of Parent Common Stock that shall be subject to those Rollover RSUs upon Parent’s assumption of the Rollover RSUs in the Merger. Promptly after the Closing Date, Parent shall issue to each Person who immediately prior to the Effective Time was a holder of an outstanding Rollover RSU a document evidencing the foregoing assumption of such Rollover RSU by Parent.
Sample 1
Company RSUs held by Continuing Employees. Immediately following the Effective Time, pursuant to the terms of the Plan, each Company RSU held by a Continuing Employee that is outstanding immediately prior to the Effective Time, shall be assumed by Parent (an “Assumed RSU”). Each Assumed RSU shall be converted into an award to receive that number of shares of Parent Common Stock equal to the product obtained by multiplying (x) the number of shares of Company Common Stock subject to such Assumed RSU immediately prior to the Effective Time by (y) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock. Except as otherwise set forth in this Agreement, each Company RSU so assumed by Parent pursuant to this Section 1.7(c)(iii) shall continue to have, and be subject to, the same terms and conditions (including vesting terms) set forth in the Plans and the restricted stock unit agreements relating thereto as in effect immediately prior to the Effective Time, except that such assumed Company RSU will represent the right to receive that number of whole shares of Parent Common Stock equal to (x) the number of shares of Company Common Stock subject to such Assumed RSU immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock.
Sample 1

Related to Company RSUs held by Continuing Employees

  • Continuing Employees “Continuing Employees” is defined in Section 6.4 of the Agreement.

  • Vested Company Options Immediately prior to but contingent upon the Closing, each Company Option that is unexpired, unexercised and vested immediately prior to the Closing (“Vested Options”) shall, by virtue of the Closing and without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled, and each Optionholder holding Vested Options shall have the right to receive, with respect to such Vested Options, an amount in cash, without interest, equal to such Optionholder’s Pro Rata Share of the Closing Date Purchase Price (subject to withholding of such Optionholder’s Pro Rata Share in each of the Adjustment Holdback Amount, the Expense Fund), and (B) the right to receive such Optionholder’s Pro Rata Share of any cash disbursements that may become payable, with respect to such Vested Options, from the Adjustment Holdback Amount and the Expense Fund, in accordance with the terms of this Agreement, and (C) the right to receive such Optionholder’s Pro Rata Share of any positive Adjustment Amount that may become payable, with respect to such Vested Options, pursuant to Section 2.8, and (D) the right to receive such Optionholder’s Pro Rata Share of any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 2.9. The amount of cash that each holder of Vested Options is entitled to receive for such Vested Options will be subject to any applicable payroll, income Tax or other withholding Taxes and the provisions of the Israeli Tax Ruling and/or the Israeli Interim Tax Ruling if obtained. For the avoidance of doubt, an Optionholder’s “Pro Rata Share” for purposes of this Section 2.2(a) shall be calculated based on such Optionholder’s holding of Vested Options (disregarding any shares of the Company or Unvested Options held by such Optionholder).

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.9.

  • Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.

  • Termination of Employees At closing the Vendor will terminate the employment of all employees to whom the Purchaser has made an offer of employment under section 8.1 and will indemnify and save harmless the Purchaser from and against all claims by any employee of the Vendor for wages, salaries, bonuses, pension or other benefits, severance pay, notice or pay in lieu of notice and holiday pay in respect of any period before closing.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Key Employees The Adviser is not aware that (i) any of its executives, key employees or significant group of employees plans to terminate employment with the Adviser or (ii) any such executive or key employee is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by either the Adviser’s present or proposed business activities, except, in each case, as would not reasonably be expected, individually or in the aggregate, to have an Adviser Material Adverse Effect.

  • Participation in Retirement and Employee Benefit Plans The Employee shall be entitled to participate in all plans relating to pension, thrift, profit-sharing, group life and disability insurance, medical and dental coverage, education, cash bonuses, and other retirement or employee benefits or combinations thereof, in which the Bank's executive officers participate.

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

  • Termination of Affiliate Agreements At or prior to the Closing Date, except as set forth on Schedule 5.07, unless otherwise directed in writing by Parent or provided elsewhere herein, the Company shall terminate, or cause termination of, all Affiliate Agreements, and all amounts due and payable thereunder and any and all future obligations owing thereunder shall be cancelled, in each case with no further Liabilities surviving the Closing.

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