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 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. (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 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.

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.