Common use of Company RSUs Clause in Contracts

Company RSUs. (i) As of the Effective Time, each Company RSU that is vested in accordance with its terms as of immediately prior to the Effective Time and each Company RSU held by a non-employee member of the Company Board, in either case, that is outstanding immediately prior to the Effective Time, (each, a “Vested Company RSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Vested Company RSU and (ii) the Merger Consideration (the “Vested RSU Consideration”). (ii) As of the Effective Time, each Company RSU that is outstanding immediately prior thereto and that is not a Vested Company RSU (each, an “Unvested Company RSU”) shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Unvested Company RSU and (ii) the Merger Consideration (the “Unvested RSU Consideration”). Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested RSU Consideration will vest and become payable at the same time as the Unvested Company RSU from which such Unvested RSU Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company RSU immediately prior to the Effective Time.

Company RSUs. (i) As of At the Effective Time, each Company RSU that is vested in accordance with its terms outstanding as of immediately prior to the Effective Time and each Company RSU either (x) held by a non-employee member of the Company Board, Board or (y) vested in either case, that is outstanding immediately prior to accordance with its terms as of the Effective Time, Time (each, a “Vested Company RSU”) shall shall, automatically and without any required action on the part of the holder thereof, be canceled cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (ix) the total number of shares of Company Common Stock subject to underlying such Vested Company RSU and RSU, by (iiy) the Merger Consideration Consideration, subject to any required withholding of Taxes (the “Vested Company RSU Consideration”). (ii) As of At the Effective Time, each Company RSU that is outstanding as of immediately prior thereto to the Effective Time and that is not a Vested Company RSU (eachshall, an “Unvested Company RSU”) shall automatically and without any required action on the part of the holder thereof, be canceled and converted into the contingent right to receive an amount in cash, without interest, equal to the product of obtained by multiplying (ix) the total number of shares of Company Common Stock subject to underlying such Unvested Company RSU and RSU, by (iiy) the Merger Consideration (the “Unvested Company RSU Consideration”). Subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, such Unvested Company RSU Consideration amounts will vest and become payable at the same time as the Unvested Company RSU from which such Unvested Company RSU Consideration was converted would have vested and been payable pursuant to its terms and and, except as provided on Section 1.5 of the Company Disclosure Schedules, shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested Company RSU immediately prior to the Effective TimeTime (except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Unvested Company RSU Consideration amounts, provided that no such changes shall impair the rights of the applicable holder of Unvested Company RSU Consideration) with respect to their receipt of the Unvested Company RSU Consideration.

Company RSUs. (i) As of At the Effective Time, each Company RSU that is outstanding and vested in accordance with its terms as of immediately prior to (but not yet settled) at the Effective Time and each Time, taking into account any acceleration of vesting of any such Company RSU that is held by a non-employee member director of the Company Board, in either case, Board that is outstanding immediately prior to occurs upon the Effective Time, Time (each, a “Vested Company RSU”) shall ), shall, automatically and without any required action on the part of the holder thereof, be canceled cancelled and converted into the right to receive an amount in cash, (without interest, ) in cash equal in value to the product of (iA) the total number of shares of Company Common Stock subject to such Vested Company RSU and immediately prior to the Effective Time multiplied by (iiB) the Merger Consideration Per Share Price (the “Vested Company RSU Consideration”). (ii) As of At the Effective Time, each outstanding Company RSU that is outstanding immediately prior thereto and that is not a Vested Company RSU (each, an “Unvested Company RSU”) shall shall, automatically and without any required action on the part of the holder thereof, be canceled cancelled and converted into the right a Converted Cash Award equal in value to receive an amount in cash, without interest, equal to the product of (iA) the total number of shares of Company Common Stock subject to such Unvested Company RSU and immediately prior to the Effective Time multiplied by (iiB) the Merger Consideration (the “Unvested RSU Consideration”)Per Share Price. Subject Each such Converted Cash Award assumed and converted pursuant to the holder’s continued service with Parent this Section ‎2.8(c)(ii) will continue to have, and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dateswill be subject to, such Unvested RSU Consideration will vest and become payable at the same time as the Unvested Company RSU from which such Unvested RSU Consideration was converted would have vested and been payable pursuant to its terms and shall otherwise remain subject to the same vesting terms and conditions as were applicable applied to the underlying corresponding Unvested Company RSU immediately prior to the Effective Time.