Common use of Company RSUs Clause in Contracts

Company RSUs. (i) At the Effective Time, each Company RSU that is outstanding and vested at the Effective Time (but not yet settled) or that vests by its terms as in effect on the date hereof solely as a result of the consummation of the transactions contemplated by this Agreement (each, a “Vested Company RSU”) shall, by virtue of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive (without interest) (1) a number of shares of Parent Common Stock equal to the product (rounded to the nearest number of whole shares) of (x) the number of shares of Company Common Stock subject to such Vested Company RSU immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio and (2) an amount in cash equal to the accrued but unpaid dividend equivalent with respect to such Vested Company RSU, if any, in each case, payable by the Surviving Corporation no later than five (5) Business Days following the Effective Time, less any required withholding. (ii) At the Effective Time, each Company RSU that is not a Vested Company RSU that is outstanding immediately prior to the Effective Time (each, an “Unvested Company RSU”) shall, by virtue of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, be assumed by Parent and converted into a number of restricted stock units with respect to shares (rounded to the nearest number of whole shares) of Parent Common Stock (such restricted stock unit, a “Converted RSU”) equal to the product of the number of shares of Company Common Stock subject to the Unvested Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio. Immediately following the Effective Time, each such Converted RSU otherwise shall continue to be governed by the same terms and conditions (including vesting and forfeiture) as were applicable to the corresponding Unvested Company RSU immediately prior to the Effective Time.

Company RSUs. (i) At Neither Merger Sub nor Parent shall assume any Company RSU or substitute for any Company RSU any similar award for Merger Sub or Parent equity, in connection with the Merger or any other Transactions. (ii) As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder of Company RSUs, all Unvested Company RSUs outstanding as of immediately prior to the Effective Time shall fully vest and become Vested Company RSUs. In the case of Unvested Company RSUs that are subject to performance-based vesting conditions, the number of Unvested Company RSUs that become Vested Company RSUs shall be based upon an assumed achievement of one hundred percent (100%) of the target level of performance in each and every performance year remaining. (iii) Each Vested Company RSU that is outstanding and vested immediately prior to the Effective Time shall be canceled at the Effective Time, and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such Vested Company RSU, at the Effective Time or as soon as practicable thereafter (but not yet settledin no event later than ten (10) or that vests by its terms as Business Days thereafter), an amount in effect on the date hereof solely as a result of the consummation of the transactions contemplated by this Agreement (each, a “Vested Company RSU”) shall, by virtue of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive cash (without interestinterest and subject to deduction for any required withholding Tax as contemplated in Section 1.9) (1) a number of shares of Parent Common Stock equal to the product (rounded to the nearest number of whole shares) of (xA) the Merger Consideration and (B) the number of shares of Company Common Stock subject to such Company RSU; provided that notwithstanding anything to the contrary contained in this Agreement, any payment in respect of any Vested Company RSU which immediately prior to such cancellation was treated as “deferred compensation” subject to Section 409A of the Effective Time, multiplied by (y) Code shall be made on the Exchange Ratio and (2) an amount in cash equal to the accrued but unpaid dividend equivalent with respect to applicable settlement date for such Vested Company RSU, RSU if any, required in each case, payable by the Surviving Corporation no later than five (5) Business Days following the Effective Time, less any required withholding. (ii) At the Effective Time, each Company RSU that is not a Vested Company RSU that is outstanding immediately prior order to the Effective Time (each, an “Unvested Company RSU”) shall, by virtue comply with Section 409A of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, be assumed by Parent and converted into a number of restricted stock units with respect to shares (rounded to the nearest number of whole shares) of Parent Common Stock (such restricted stock unit, a “Converted RSU”) equal to the product of the number of shares of Company Common Stock subject to the Unvested Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio. Immediately following the Effective Time, each such Converted RSU otherwise shall continue to be governed by the same terms and conditions (including vesting and forfeiture) as were applicable to the corresponding Unvested Company RSU immediately prior to the Effective TimeCode.

Company RSUs. Immediately prior to the Effective Time and in accordance with the existing terms of the Company Stock Plans, (i) At the Effective Time, each Company RSU (or portion thereof), that is outstanding and vested at as of immediately prior to the Effective Time (but not yet settled) or including any Company RSU that vests by its terms as in effect on of or immediately prior to the date hereof solely Effective Time (x) pursuant to an MRA, as a the result of the consummation holder’s qualifying termination of employment prior to the Effective Time, or (y) with respect to any Company RSU that was subject to performance-based vesting conditions as of the transactions contemplated by this Agreement date of grant but is now subject to time-based vesting conditions only, pursuant to the applicable Company RSU agreement) (each, a “Vested Company RSU”) shallwill, by virtue of the occurrence of the Closing and without any action by on the part of Parent, Merger Sub, the Company or the holder thereof, automatically be cancelled and converted into the right to receive (an amount in cash, without interest) (1) a number of shares of Parent Common Stock , equal to (A) the product Per Share Price, multiplied by (rounded to the nearest number of whole shares) of (xB) the number of shares of Company Common Stock subject to such Vested Company RSU immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio and (2) an amount in cash equal to the accrued but unpaid dividend equivalent with respect to such Vested Company RSU, if any, in each case, payable by the Surviving Corporation no later than five (5) Business Days following the Effective Time, less any required withholding. (ii) At the Effective Time, each Company RSU that is not a Vested Company RSU that is outstanding immediately prior to the Effective Time (eachthe “Vested RSU Consideration”), an “Unvested which Vested RSU Consideration will be paid, less applicable withholding for all required Taxes, in accordance with Section 3.8(d), and to the extent a Company RSU”) shallRSU remains subject to performance conditions, by virtue the number of shares of Company Common Stock subject to such Vested RSU will be determined based on actual performance in accordance with the existing terms of the occurrence applicable Company RSU agreement, and any Company RSUs for which the performance conditions are not satisfied as of immediately prior to the Closing and Effective Time (after taking into account any acceleration that would occur immediately prior to or upon the Effective Time) will be cancelled for no consideration, without any action by on the part of Parent, Merger Sub, the Company or the holder thereof, and, for the avoidance of doubt, will not accelerate as set forth in the following clause (ii); (ii) each outstanding Company RSU (or portion thereof) that is not a Vested RSU or an MRA Award will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, vest with respect to an additional 25% of the total number of shares of Company Common Stock originally subject to such Company RSU (provided that in no event will the vesting of a Company RSU accelerate as to more than one hundred percent (100%) of such Company RSU) (the “Accelerated RSU”) and automatically be assumed by Parent cancelled and converted into the right to receive the Vested RSU Consideration, and any remaining unvested portion of such Company RSU will be cancelled for no consideration, without any action on the part of Parent, Merger Sub, the Company or the holder thereof; and (iii) each outstanding Company RSU (or portion thereof) that is an MRA Award and that is not a number of restricted stock units with respect to shares Vested RSU (rounded to the nearest number of whole shares) of Parent Common Stock (such restricted stock uniteach, a an “Converted MRA Unvested RSU”) will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, automatically be assumed and converted into the right to receive an amount in cash, without interest, equal to (A) the product of Per Share Price, multiplied by (B) the number of shares of Company Common Stock subject to the such MRA Unvested Company RSU immediately prior to the Effective Time multiplied by (the Exchange Ratio“MRA Unvested RSU Consideration”), with payment of such MRA Unvested RSU Consideration to be made less applicable withholding for all required Taxes. Immediately following the Effective Time, each such Converted Each payment of MRA Unvested RSU otherwise shall Consideration will continue to be governed by the same terms and conditions (conditions, including the vesting and forfeiture) as were schedule applicable to the corresponding such MRA Unvested Company RSU as of immediately prior to the Effective Time and any applicable vesting acceleration provisions under the applicable holder’s MRA, except as modified by the following sentence, provided that MRA Unvested RSU Consideration payments will be made on the last Business Day of the calendar quarter in which the MRA Unvested RSU to which an MRA Unvested RSU Consideration payment is attributable would have vested pursuant to the original vesting schedule. On the MRA Award Termination Date, any MRA Unvested RSU Consideration that remains unvested as of the MRA Award Termination Date (and has not previously been forfeited) will immediately be forfeited for no consideration, except that if as of immediately prior to the MRA Award Termination Date, the MRA Award holder remains in service to the Surviving Corporation or its Affiliates but has not received the amount of MRA Unvested RSU Consideration that such MRA Award holder would have received had the vesting of the Company RSU award pursuant to which the related MRA Unvested RSU was granted accelerated as of immediately prior to the Effective Time as to 25% of the total number of shares of Company Common Stock originally subject to such Company RSU award (or if, less, the total number of shares of Company Common Stock that remained unvested as of the Effective Time), the portion of the MRA Unvested RSU Consideration necessary to reach such amount shall vest and become payable immediately prior to the MRA Award Termination Date. For the avoidance of any doubt, if a holder of an MRA Unvested RSU fails to vest in any portion of his or her MRA Unvested RSU Consideration (including upon the MRA Award Termination Date), such amounts shall be retained by Parent and forfeited by such holder for no consideration. From and after the Effective Time, a MRA Unvested RSU shall only entitle the holder thereof to the MRA Unvested RSU Consideration provided in this Section 3.8(c). Each MRA Unvested RSU Consideration payment hereunder is intended to be a separate “payment” for purposes of Section 409A of the Code and comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be interpreted in a manner intended to maintain such exemption from or compliance with Section 409A of the Code.

Company RSUs. (i) At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time, whether or not vested, without any action on the part of Parent, Merger Sub, the Company, the holder of such Company RSU or any other Person, shall be canceled and vested converted at the Effective Time into the right of the holder to receive from the Surviving Company an amount in cash equal to the product of (but not yet settledx) the number of Company Shares subject to such Company RSU determined based upon maximum performance, as applicable, and (y) the excess, if any, of the Per Share Merger Consideration or Per ADS Merger Consideration, as appropriate, over the applicable per share exercise price under such Company RSU (the “RSU Payment”). With respect to each Company RSU that vests by is vested pursuant to its terms as immediately prior to the Effective Time, (including each such Company RSU that is accelerated on or prior to the Effective Time in effect on the date hereof solely as a result of connection with the consummation of the transactions contemplated by this Agreement Transactions) (eacheach such vested RSU, a “Vested Company RSU”) shall, by virtue of the occurrence of the Closing and without any action by Parent, Merger Sub), the Company or the holder thereof, RSU Payment (reduced by applicable Tax withholdings) shall be cancelled and converted into the right to receive (without interestpaid in accordance with Section 2.3(c) (1) a number of shares of Parent Common Stock equal to the product (rounded to the nearest number of whole shares) of (x) the number of shares of Company Common Stock subject to such Vested Company RSU immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio and (2) an amount in cash equal to the accrued but unpaid dividend equivalent with below. With respect to such Vested Company RSU, if any, in each case, payable by the Surviving Corporation no later than five (5) Business Days following the Effective Time, less any required withholding. (ii) At the Effective Time, each Company RSU that is not a Vested Company RSU that is outstanding immediately prior to the Effective Time (eachsuch unvested RSU, an “Unvested Company RSU”), the RSU Payment (reduced by applicable Tax withholdings) shall, shall be paid in accordance with Section 2.3(d) below subject to the holder of such Unvested Company RSU remaining continuously employed by virtue the Company or a Company Subsidiary (or any successor or affiliate) through the end of the occurrence applicable performance period with respect to any such Company RSU (or such earlier date as required pursuant to the terms of such Company RSU); provided, that if the employment or service of the holder of any such Unvested Company RSU is terminated within six (6) months after the Closing (or such later date as required pursuant to the terms of such Company RSU) by the Company or any Company Subsidiary (or any successor or affiliate) without Cause, or due to such holder’s death or Disability the RSU Payment with respect to such Unvested Company RSU will vest and without be paid in accordance with Section 2.3(d) below as soon as reasonably practicable (in any action by Parentevent not later than five (5) Business Days) following the effective date of such termination. Notwithstanding the foregoing, Merger Subto the extent that the terms of a Company RSU entitle the holder thereof to earlier payment, the RSU Payment shall be paid at such earlier time as required under the terms of such Company RSU. No later than three (3) Business Days prior to the Closing Date, the Company or shall prepare and deliver to Parent an allocation schedule which shall set forth the holder thereof, be assumed by Parent and converted into a number Company’s good faith estimate of restricted stock units the following information with respect to shares the Unvested RSUs: (rounded to w) the nearest name of each holder of Unvested RSUs, (x) the total number of whole sharesUnvested RSUs issued or granted to such holder, (y) the vesting schedule for each Unvested RSU, and (z) the applicable settlement or payment date for each Company RSU that is treated as “nonqualified deferred compensation” for purposes of Parent Common Stock (such restricted stock unit, a “Converted RSU”) equal to the product Section 409A of the number of shares of Company Common Stock subject to the Unvested Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio. Immediately following the Effective Time, each such Converted RSU otherwise shall continue to be governed by the same terms and conditions (including vesting and forfeiture) as were applicable to the corresponding Unvested Company RSU immediately prior to the Effective TimeCode.

Company RSUs. (i) At Each Vested Company RSU shall be canceled at the Company Effective Time, and in exchange therefor, the Company Surviving Corporation shall pay to each Company RSU that is outstanding and vested at the Effective Time (but not yet settled) or that vests by its terms as in effect on the date hereof solely as a result former holder of the consummation of the transactions contemplated by this Agreement (each, a “any such Vested Company RSU”, at the next practicable regularly scheduled payroll date after the Company Effective Time, an amount in cash (without interest and subject to deduction for any required withholding Tax as contemplated in Section 2.9), equal to the product of: (A) the Company Merger Consideration and (B) the number of shares of Company Common Stock underlying such Vested Company RSU; provided that notwithstanding anything to the contrary contained in this Agreement, any payment in respect of any Vested Company RSU which immediately prior to such cancellation was treated as “deferred compensation” subject to Section 409A of the Code shall be made on the applicable settlement date for such Company RSU if required in order to comply with Section 409A of the Code. (ii) Each Unvested Company RSU shall, by virtue as of the occurrence of the Closing Company Effective Time, automatically and without any action by Parent, Merger Sub, on the Company or part of the holder thereof, be cancelled assumed by Holdco and converted into the right a Holdco RSU with respect to receive (without interest) (1) a number of shares of Parent Holdco Common Stock equal to the product (rounded to the nearest number of whole sharesshare) of equal to the product obtained by multiplying (xi) the total number of shares of Company Common Stock subject to such Vested Company RSU immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio and (2) an amount in cash equal to the accrued but unpaid dividend equivalent with respect to such Vested Company RSU, if any, in each case, payable by the Surviving Corporation no later than five (5) Business Days following the Effective Time, less any required withholding. (ii) At the Effective Time, each Company RSU that is not a Vested Company RSU that is outstanding immediately prior to the Effective Time (each, an “Unvested Company RSU”) shall, by virtue of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, be assumed by Parent and converted into a number of restricted stock units with respect to shares (rounded to the nearest number of whole shares) of Parent Common Stock (such restricted stock unit, a “Converted RSU”) equal to the product of the number of shares of Company Common Stock subject to the Unvested Company RSU immediately prior to the Company Effective Time multiplied by (B) the Exchange Ratio. Immediately following the Effective Time, each Each such Converted Holdco RSU otherwise shall continue to have, and shall be governed by subject to, the same terms and conditions (including continued service-based vesting and forfeitureconditions) as were applicable applied to the corresponding Unvested Company RSU immediately prior to the Company Effective Time.

Company RSUs. (i) At Neither Merger Sub nor Parent shall assume any Company RSU or substitute for any Company RSU any similar award for Merger Sub or Parent stock, in connection with the Offer, Merger or any other Transactions. As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder of Company RSUs, (i) each Company RSU that is not a 2025 Company RSU that is outstanding and vested at as of immediately prior to the Effective Time (but not yet settledx) or that vests by its terms as in effect on the date hereof solely as a result of the consummation of the transactions contemplated by this Agreement shall fully vest, and (each, a “Vested Company RSU”y) shall, by virtue of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, shall be cancelled canceled and converted into the right to receive from the Surviving Corporation, at the Effective Time or as soon as practicable thereafter (but in no event later than ten (10) Business Days thereafter), (A) an amount in cash (without interestinterest and subject to deduction for any required withholding Tax as contemplated in Section 2.10) (1) a number of shares of Parent Common Stock equal to the product (rounded to the nearest number of whole shares) of (x1) the Cash Amount and (2) the number of shares of Company Common Stock subject to such Vested Company RSU and (B) one CVR in respect of each share of Company Common Stock subject to such Company RSU (clauses (A) and (B) collectively, the “RSU Consideration”); provided that notwithstanding anything to the contrary contained in this Agreement, any payment in respect of any Company RSU which immediately prior to such cancellation was treated as “deferred compensation” subject to Section 409A of the Code shall be made on the applicable settlement date for such Company RSU if required in order to comply with Section 409A of the Code and (ii) each 2025 Company RSU that is outstanding as of immediately prior to the Effective Time shall be canceled and converted into the right to receive, without interest, the RSU Consideration, which shall vest and become payable by the Surviving Corporation to the holder thereof in accordance with the vesting schedule and terms and conditions applicable to such 2025 Company RSU immediately prior to the Effective Time. The terms of the CVR to be issued to any holder of Company RSUs, multiplied by (y) and the Exchange Ratio and (2) an amount circumstances in cash equal to the accrued but unpaid dividend equivalent with which any Milestone Payment is made in respect to such Vested Company RSUthereof, if any, in each case, payable shall be governed solely by the Surviving Corporation no later than five (5) Business Days following the Effective Time, less any required withholdingCVR Agreement. (ii) At the Effective Time, each Company RSU that is not a Vested Company RSU that is outstanding immediately prior to the Effective Time (each, an “Unvested Company RSU”) shall, by virtue of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, be assumed by Parent and converted into a number of restricted stock units with respect to shares (rounded to the nearest number of whole shares) of Parent Common Stock (such restricted stock unit, a “Converted RSU”) equal to the product of the number of shares of Company Common Stock subject to the Unvested Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio. Immediately following the Effective Time, each such Converted RSU otherwise shall continue to be governed by the same terms and conditions (including vesting and forfeiture) as were applicable to the corresponding Unvested Company RSU immediately prior to the Effective Time.

Company RSUs. (i) At the Effective Time, each Company RSU that is outstanding and vested at the Effective Time (but not yet settled) or that vests by its terms as in effect on the date hereof solely as a result award of the consummation of the transactions contemplated by this Agreement restricted stock units (each, a “Vested Company RSU”) granted under any Company Stock Plan that is outstanding and unvested (after taking into account any accelerated vesting that is required to occur at or prior to the Effective Time under the terms of such Company RSU) as of immediately prior to the Effective Time (such unvested Company RSU, an “Unvested RSU”) shall, by virtue of the occurrence of the Closing automatically and without any action by Parent, Merger Sub, on the Company or the part of any holder thereofof such Unvested RSU, be cancelled canceled and converted into the right to receive from the Surviving Corporation an amount in cash (without interest, and subject to deduction for any required withholding Tax) (1) a number of shares of Parent Common Stock equal to the product (rounded to the nearest number of whole shares) of (xi) the Merger Consideration and (ii) the number of shares of Company Common Stock Shares that remain subject to such Vested Company Unvested RSU, which cash amount will vest and become payable by the Surviving Corporation subject to and in accordance with the vesting schedule and issuance or delivery schedule applicable to such Unvested RSU as in effect immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio and (2) an amount in cash equal to the accrued but unpaid dividend equivalent with respect to such Vested Company RSU, if any, in each case, payable by the Surviving Corporation no later than five (5) Business Days following the Effective Time, less any required withholding. (ii) At the Effective Time, each . Each Company RSU that is not granted under a Vested Company RSU Stock Plan that is outstanding and vested (after taking into account any accelerated vesting that is required to occur at or prior to the Effective Time under the terms of such Company RSU) as of immediately prior to the Effective Time (eachsuch vested Company RSU, an a “Unvested Company Vested RSU”) shall, by virtue of the occurrence of the Closing automatically and without any action by Parent, Merger Sub, on the Company or the part of any holder thereofof such Vested RSU, be assumed by Parent canceled and converted into a number of restricted stock units with respect the right to shares receive from the Surviving Corporation an amount in cash (rounded without interest, and subject to the nearest number of whole shares) of Parent Common Stock (such restricted stock unit, a “Converted RSU”deduction for any required withholding Tax) equal to the product of (i) the Merger Consideration and (ii) the number of shares of Company Common Stock Shares that remain subject to the Unvested Company RSU immediately prior to the Effective Time multiplied such Vested RSU, which cash amount will become payable by the Exchange Ratio. Immediately following Surviving Corporation subject to and in accordance with the Effective Time, each such Converted RSU otherwise shall continue to be governed by the same terms and conditions (including vesting and forfeiture) as were issuance or delivery schedule applicable to the corresponding Unvested Company such Vested RSU as in effect immediately prior to the Effective Time.

Company RSUs. (i) At Neither Merger Sub nor Parent shall assume any Company RSU or substitute for any Company RSU any similar award for Merger Sub or Parent stock, in connection with the Merger or any other Transactions. (ii) As of immediately prior to the Effective Time, each and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder of Company RSUs, all Unvested Company RSUs outstanding as of immediately prior to the Effective Time shall fully vest and become Vested Company RSUs. (iii) Each Vested Company RSU that is outstanding and vested immediately prior to the Effective Time shall be canceled at the Effective Time, and, in exchange therefor, the Surviving Corporation shall pay to each former holder of any such Vested Company RSU, at the Effective Time or as soon as practicable thereafter (but not yet settledin no event later than ten (10) or that vests by its terms as Business Days thereafter), an amount in effect on the date hereof solely as a result of the consummation of the transactions contemplated by this Agreement (each, a “Vested Company RSU”) shall, by virtue of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive cash (without interestinterest and subject to deduction for any required withholding Tax as contemplated in Section 1.9) (1) a number of shares of Parent Common Stock equal to the product (rounded to the nearest number of whole shares) of (xA) the Merger Consideration and (B) the number of shares of Company Common Stock subject to such Company RSU; provided that notwithstanding anything to the contrary contained in this Agreement, any payment in respect of any Vested Company RSU which immediately prior to such cancellation was treated as “deferred compensation” subject to Section 409A of the Effective Time, multiplied by (y) Code shall be made on the Exchange Ratio and (2) an amount in cash equal to the accrued but unpaid dividend equivalent with respect to applicable settlement date for such Vested Company RSU, RSU if any, required in each case, payable by the Surviving Corporation no later than five (5) Business Days following the Effective Time, less any required withholding. (ii) At the Effective Time, each Company RSU that is not a Vested Company RSU that is outstanding immediately prior order to the Effective Time (each, an “Unvested Company RSU”) shall, by virtue comply with Section 409A of the occurrence of the Closing and without any action by Parent, Merger Sub, the Company or the holder thereof, be assumed by Parent and converted into a number of restricted stock units with respect to shares (rounded to the nearest number of whole shares) of Parent Common Stock (such restricted stock unit, a “Converted RSU”) equal to the product of the number of shares of Company Common Stock subject to the Unvested Company RSU immediately prior to the Effective Time multiplied by the Exchange Ratio. Immediately following the Effective Time, each such Converted RSU otherwise shall continue to be governed by the same terms and conditions (including vesting and forfeiture) as were applicable to the corresponding Unvested Company RSU immediately prior to the Effective TimeCode.