Common use of Company RSUs Clause in Contracts

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. (a) At As of the Effective Time, or in the event the Acquisition is effected by way of the Offer, at the Offer Closing, except as otherwise agreed to by Acquiror and a holder of a Company Restricted Share Unit, each Company RSU, Restricted Share Unit that is issued and outstanding as of immediately prior to the Effective TimeTime or Offer Closing, whether vested but unsettled or unvested (including Company RSUs with market- or performance-based conditions (“Company PSUs”))as applicable, shall, by virtue of the Merger Acquisition and without further any action on the part of the holder thereofany Company Restricted Share Unit holder, become fully vested and each Company Restricted Share Unit so vested shall thereupon be canceled and converted into the right to receive an amount in cashreceive, 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 reasonably practicable after following the Effective Time or Offer Closing, as applicable, (and, in any event, but no later than the next regularly scheduled payroll date after maximum period permitted for such payments to qualify under the Effective Time (orshort-term deferral exception of Treasury Regulation Section 1.409A-1(b)(4)(i), except as provided by the following sentence), a cash payment with respect thereto equal to the Scheme Price, less any required withholding Taxes. Notwithstanding the foregoing, such cash payments shall, unless otherwise agreed by the Acquiror and the Company, be made on the schedule set forth in the agreement evidencing the grant of such Restricted Share Unit, 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 and to the extent it would result in the imposition of necessary to avoid a penalty or additional Tax violation and/or adverse tax consequences under Section 409A of the Code. As of the Effective Time or Offer Closing, as applicable, all Company Restricted Share Units shall no longer be outstanding and shall automatically cease to exist, 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 each 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 Restricted Share Unit holder shall cease to have any rights with respect thereto, except, with respect to such the vested Company RSUsRestricted Share Units, except the right to receive the payments contemplated by Section 2.04(a)Scheme Price, less any required withholding Taxes, without interest. The Company shall take all actions necessary to ensure that from effect the transactions contemplated by this Section 5.11(a) under all Company Restricted Share Unit agreements and after any other plan or arrangement of the Effective TimeCompany, neither Parent nor the Surviving Corporation will be including delivering all required to deliver Shares or other capital stock notices, obtaining any required consents and making any determinations and/or resolutions of the Company to any person pursuant to Board of Directors or in settlement of any Company RSUsa committee thereof.

Company RSUs. (a) At The Company shall take all requisite action so that, as of the Effective Time, each Company RSU, RSU that is outstanding as of immediately prior to the Effective Time, whether vested but unsettled or unvested Time shall be treated as follows: (including i) (A) all Company RSUs held by Small Holders will vest in full, (B) all Company RSUs that vest based on the achievement of total shareholder return performance goals shall vest in accordance with market- the terms set forth in the applicable award agreement, and (C) twenty-five percent (25%) of the Company RSUs that vest based solely on continued employment granted prior to November 2, 2015 (but excluding the Company RSUs scheduled on Section 2.10(b)(i) of the Company Disclosure Schedules) that are held by a Non-Executive Holder will vest (pro rata as to all applicable grants to such Non-Executive Holder). (ii) Each Company RSU that vests based on the achievement of revenue or performance-based conditions other metrics (each a “CAGR RSU”) (A) will be deemed earned at the one hundred percent (100%) target level and (B) shall vest on the last day of the original applicable measurement period subject to continued employment through the last day of the original applicable measurement period or earlier accelerated vesting upon certain terminations of employment, if any, as provided by the terms of the individual award agreements governing the CAGR RSUs or such holder’s retention or employment agreement with the Company PSUsor any Company Subsidiary. (iii) Each vested Company RSU (after taking into account any vesting accelerated by reason of Section 2.10(b)(i) and the terms of any applicable Company Stock Plan or any individual award agreement governing such Company RSU) (the “Cashed Out Company RSUs”)), shall, at the Effective Time and by virtue of the Merger and without further any action on the part of the holder holders thereof, shall be canceled cancelled at the Effective Time and converted into the right to receive receive, in full satisfaction of the rights of the holder of such Company RSU with respect thereto, an amount in cash, without interestrounding such amount down to the nearest whole cent, equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such Cashed Out Company RSUs immediately prior to the Effective Time and (ii) the Merger Consideration (the “RSU Consideration”). (iv) Each Company RSU that is not a Cashed Out Company RSU shall at the Effective Time be assumed by Parent and shall be converted into a restricted stock unit award for Parent Stock (the “Parent RSUs”) with associated rights to the issuance of additional shares of Parent Stock in accordance with this Section 2.10. Each Parent RSU so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the applicable Company RSUs immediately prior to the Effective Time (but taking into account any changes thereto, including any necessary changes to any issuance provisions, provided for or permitted in the applicable Company Stock Plan, in any award agreement or in such Company RSUs, by reason of this Agreement or the Merger). As of the Effective Time, the number of shares of Parent Stock underlying each such Parent RSU as so assumed and converted shall be equal to the product of (ix) the Merger Consideration and (ii) the aggregate number of Shares underlying or denominated the applicable Company RSUs multiplied by such Company RSU the Exchange Ratio (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) which shall be accelerated rounded (x) up to the extent it would result in the imposition of nearest whole share if half a penalty share 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. more or (by) Prior down 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(anearest whole share if less than half a share). 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. (a) At Neither the Surviving Corporation nor Parent shall assume any Company RSU or substitute for any Company RSU any similar award for the Surviving Corporation or Parent stock, in connection with the Merger or any of the other Transactions. Effective as of the Effective TimeTime and without any action on the part of any holder of Company RSUs, each Company RSU, RSU that is then outstanding as shall automatically be cancelled and converted into the right to receive (i) an amount in cash equal to the product of (A) the number of shares of Company Common Stock then underlying such Company RSU multiplied by (B) the Per Share Cash Consideration (the “Company RSU Cash Consideration”) and (ii) one CVR with respect to each share of Company Common Stock subject to such Company RSU 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 and each holder 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 any 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 RSUsthereto, except the right to receive the payments contemplated by consideration in accordance with this Section 2.04(a1.5(c). The Surviving Corporation shall pay the Company RSU Cash Consideration, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.6, on the Surviving Corporation’s next ordinary course payroll date that is at least five Business Days following the Effective Time and with respect to a CVR such payment will be made, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.6, if, and only if, a Contingent Payment is made and will be made at the same time such applicable Contingent Payment is made to other holders of CVRs; provided that, to the extent required to avoid a violation of Section 409A of the Code, and notwithstanding anything to the contrary contained herein, payment in respect of the CVR shall take all actions necessary only be made to ensure that from and the extent such payment is made not later than five years after the Effective TimeClosing Date, neither Parent nor the Surviving Corporation will be required to deliver Shares or other capital stock and no amount in respect of the Company CVR shall be paid to any person pursuant to or in settlement holder of any Company RSUsRSUs after such five-year period.

Company RSUs. (ai) At the Effective Time, each Company RSU, that is RSU 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”))not vested, shall, by virtue of the Merger and without further action on the part of the holder thereof, shall be canceled and converted into in exchange for the right to receive an amount in cash, a lump sum cash payment (without interest, ) (to the extent such payment does not trigger Taxes under Code Section 409A) equal to the product of (i) the Merger Consideration and (ii) the aggregate number of Company Shares underlying or denominated by subject to such Company RSU RSUs (with respect to Company PSUs, vesting at targetthe “RSUs Consideration”), less applicable Taxes required to be withheld with respect to such payment, and authorized deductions. Parent shall cause paid in accordance with the Surviving Corporation to make the payments contemplated by this applicable terms and conditions of such Company RSU and Code 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 409A. From and after the Effective Time)); provided, howeverall Company RSUs shall no longer be outstanding and shall automatically cease to exist, that no payment (including in respect of any Director DSU) shall be accelerated to the extent it would result in the imposition and each holder of a penalty Company RSU shall cease to have any rights with respect thereto or additional Tax under Section 409A of arising therefrom, except the Code, and instead, any such payment shall be made on right to receive the earliest date possible without resulting in the imposition of any such penalty TaxRSUs Consideration payable hereunder. (bii) With respect to Company RSUs that are outstanding but unvested immediately prior to cancellation of such unvested Company RSUs at the Effective Time as provided herein, the vesting schedule thereof shall, immediately prior to the Effective Time, be accelerated, such that all outstanding Company RSUs at such time shall become vested. (iii) Prior to the Effective Time, the Company Board (and/or the compensation committee (or equivalent committee) of shall adopt resolutions and use reasonable best efforts to take other actions that are necessary under the Company Board) shall adopt such resolutions and take all such other actions Stock Plans and/or award agreements (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 Holders with notice of their rights with respect to any such Company RSUsRSUs as provided herein and/or seeking such Company RSUs Holders’ consents, except in each case to the right extent required by the terms of the applicable Company Stock Plans or award agreements) to effectuate the provisions of this Section 2.7(d). (iv) The amount of cash each Company RSUs Holder is entitled 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 for the Company RSUs held by such holder shall be rounded to any person pursuant to or in settlement of any the nearest cent and computed after aggregating cash amounts for all Company RSUsRSUs held by such holder.

Company RSUs. (a) At Neither the Surviving Corporation nor Parent shall assume any Company RSU or substitute for any Company RSU any similar award for the Surviving Corporation or Parent stock, in connection with the Merger or any of the other Transactions. Effective as of 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 Time and without further any action on the part of the any holder thereofof Company RSUs, each Company RSU that is then outstanding shall automatically be canceled and converted into the right to receive (i) from the Surviving Corporation an amount in cash, without interest, of cash equal to the product of (iA) the Merger Consideration number of shares of Company Common Stock then underlying such Company RSU multiplied by (B) the Closing Cash Consideration, without any interest thereon (the “Company RSU Cash Consideration”) and (ii) CVRs in an amount equal to the aggregate total number of Shares shares of Company Common Stock then underlying or denominated by such Company RSUs, and each holder of any 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 RSUsthereto, except the right to receive the payments contemplated by consideration in accordance with this Section 2.04(a1.5(d). The Surviving Corporation shall pay the Company shall take all actions necessary RSU Cash Consideration, without interest thereon and subject to ensure deduction for any required withholding as contemplated in Section 1.7, at the Effective Time or at the Surviving Corporation’s next ordinary course payroll date (that from and after is at least 5 Business Days following the Effective Time, neither Parent nor the Surviving Corporation ) and with respect to a CVR such payment will be made, without interest thereon and subject to deduction for any required withholding as contemplated in Section 1.7, if, and only if, a Milestone Payment for 2026 and/or a Milestone Payment for 2027 is made and will be made at the same time such applicable Milestone Payment is made to deliver Shares or other capital stock holders of CVRs; provided that notwithstanding anything to the contrary contained herein, payment in respect of the Company CVR shall only be made to the extent such payment is made not later than five years after the Closing Date, and no amount in respect of the CVR shall be paid to any person pursuant to or in settlement holder of any Company RSUsRSUs after such five year period.

Company RSUs. (ai) At the Effective Timeapplicable time specified in Section 2.3 of the Plan of Arrangement, (A) any vesting conditions applicable to each Company RSU, RSU that is outstanding as of immediately was granted prior to January 1, 2014 shall, automatically and without any required action on the Effective Timepart of the holder thereof, whether vested but unsettled or unvested accelerate in full (including Company RSUs with market- or performance-based conditions (“Company PSUs”)RSUs vesting at 200% of the target level applicable to such performance-based Company RSU), and (B) each such Company RSU shall, by virtue of the Merger automatically and without further any required action on the part of the holder thereof, be canceled cancelled and converted into shall only entitle the right holder of such Company RSU to receive (without interest), as soon as reasonably practicable after such time, an amount in cash, without interest, cash 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)Consideration, less applicable Taxes required to be withheld with respect to such payment; provided that with respect to any Company RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code and authorized deductions. Parent shall cause the Surviving Corporation that are not permitted 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 paid at such time without triggering a Tax or penalty or additional Tax under Section 409A of the Code, and instead, any such payment shall be made on at the earliest date possible without resulting in time permitted under the imposition applicable Equity Incentive Plan and award agreement that will not trigger a Tax or penalty under Section 409A of any such penalty Taxthe Code. (bii) Prior At the applicable time specified in Section 2.3 of the Plan of Arrangement, each Company RSU, whether vested or unvested, that was granted on or after January 1, 2014 shall, automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in Common Shares and shall be converted into a restricted stock unit denominated in Parent Shares (a “Parent Stock-Based RSU”). The number of Parent Shares subject to each such Parent Stock-Based RSU shall be equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Company RSU immediately prior to the applicable time specified in Section 2.3 of the Plan of Arrangement (based on a level of performance, for performance-based Company RSUs of (1) 166.67% of the target level for any such performance-based Company RSU granted in 2014 and (2) 133.33% of the target level for any such performance-based Company RSU granted in 2015) multiplied by (y) the Equity Award Conversion Ratio. Except as specifically provided above, following the time of conversion contemplated above, each such Parent Stock-Based RSU shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Company RSU immediately prior to such time; provided that the level of performance for performance-based Company RSUs will be permanently fixed at the levels set forth above. (iii) Notwithstanding anything in this Agreement or the Plan of Arrangement to the contrary, if a Company RSU is subject to an employment agreement with an individual holder in effect as of the date hereof that provides that such Company RSU shall vest solely upon a change of control involving the Company (without the required occurrence of termination or any other event), such Company RSU shall be treated as set forth in Section 2.8(1)(b)(i) above, provided that the number of Common Shares subject to such Company RSU immediately prior to the Effective TimeTime shall be calculated based on a level of performance, the for performance-based Company Board RSUs of (and/or the compensation committee (or equivalent committee1) 166.67% of the target level for any such performance-based Company BoardRSU granted in 2014 and (2) 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 133.33% of the target level for any such performance-based Company to any person pursuant to or RSU granted in settlement of any Company RSUs2015.

Company RSUs. (ai) At Other than with respect to the Effective Timerestricted stock units set forth in Section 3.4(c)(i) of the Company Disclosure Schedule (each such restricted stock unit, a “Retention RSU”), each restricted stock unit entitling the recipient to receive, upon vesting, shares of Company Common Stock granted under a Company Equity Plan (“Company RSU”), that is outstanding as immediately prior to the Effective Time shall, by virtue of the Closing and without any action on the part of any holder of any Company RSU, be cancelled immediately prior to the Effective Time. In exchange for the cancellation of each such Company RSU, whether vested such Company RSU shall be converted into a right to receive from the Company, a lump sum cash payment payable to the holder thereof, without interest, equal to the product obtained by multiplying (x) the Merger Consideration by (y) the number of shares of Company Common Stock underlying such Company RSU. The Surviving Company may make any lump sum cash payments required pursuant to this Section 3.4(c)(i) on behalf of the Company. Parent and the Surviving Company shall use reasonable best efforts to cause any lump sum cash payments required pursuant to this Section 3.4(c)(i) to be paid within thirty (30) Business Days from the date upon which the Effective Time occurs (but unsettled or unvested (including Company RSUs with market- or performancein any event within the period required by section 409A of the Code, such that it qualifies as a “short-based conditions (“Company PSUs”term deferral” pursuant to Treasury Regulations section 1.409A-1(b)(4)). The payments to be made pursuant to the preceding portion of this Section 3.4(c)(i) will be subject to any applicable Tax withholding in accordance with Section 3.5. (ii) Other than as set forth in Section 3.4(c)(ii) of the Company Disclosure Schedule, each Retention RSU that is outstanding immediately prior to the Effective Time shall, by virtue of the Merger Effective Time and without further any action on the part of any holder of such Retention RSU and pursuant to the holder thereofterms of the agreements in effect with respect to Retention RSUs, be canceled and converted at the Effective Time 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 each share of Company PSUsCommon Stock subject to such Retention RSU, which amount shall be paid out subject to and in accordance with the existing 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 schedule of such Retention RSU (including in respect any provisions providing for early termination and acceleration of any Director DSU) shall be accelerated to the extent it would result in the imposition vesting upon a termination 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 Taxemployment). (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. (ai) At the Effective Time, each Each Company RSU, RSU that is outstanding as of immediately prior to the Effective Time that becomes vested at the Effective Time in accordance with its terms or Section 2.3 of the Company Disclosure Letter (each, a "Vested RSU"), shall as of 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 automatically convert into the right to receive an amount in cash, without interest, cash equal to the product of (ix) the total number of Shares subject to such Vested RSU and (y) 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 deductionsConsideration. Parent shall cause the Surviving Corporation to make pay to the payments contemplated by this Section 2.04(aholders of Vested RSUs the cash amounts described in the immediately preceding sentence, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment, promptly but in any event within seven days following the Effective Time. (ii) as promptly as practicable after Each Company RSU that is outstanding immediately prior to the Effective Time and that is unvested immediately prior to the Effective Time (andand does not become vested in accordance with Section 2.3 of the Company Disclosure Letter) (each, in any eventan "Unvested RSU"), no later than the next regularly scheduled payroll date after the Effective Time (or, if later, five (5) Business Days after shall as of the Effective Time)); provided, however, that no payment (including automatically convert into an award to receive an amount in respect of any Director DSU) shall be accelerated cash equal to the extent it would result in product of (x) the imposition total number of a penalty or additional Tax under Section 409A of Shares subject to such Unvested RSU and (y) the Code, Merger Consideration. Such converted award shall remain subject to the same vesting terms and instead, any conditions that applied to such payment shall be made on the earliest date possible without resulting in the imposition of any such penalty Tax. (b) Prior award immediately prior to the Effective Time, including continued employment with Parent or the Company Board (and/or through the compensation committee (or equivalent committee) of the Company Board) applicable vesting date, and shall adopt be paid, less such resolutions and take all such other actions (including providing any notices) amounts as are necessary required to give effect be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the transactions contemplated by this Section 2.04. From and after making of such payment, on the same payment schedule as applied to such award immediately prior to 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.