Common use of Company RSUs Clause in Contracts

Company RSUs. (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and either (x) held by a non-employee member of the Company Board or (y) vested in accordance with its terms as of the Effective Time (each, a “Vested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Company Common Stock underlying such Company RSU, by (y) the Merger Consideration, subject to any required withholding of Taxes (the “Vested Company RSU Consideration”).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Sailpoint Technologies Holdings, Inc.), Agreement and Plan of Merger (Proofpoint Inc)

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Company RSUs. (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and either (xA) held by a non-employee member of the Company Board (whether vested or unvested) or (yB) vested in accordance with its terms as of the Effective Time (each, a “Vested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Company Common Stock underlying such Company RSU, by (y) the Merger Consideration, subject to any required withholding of Taxes (the “Vested Company RSU Consideration”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (UserTesting, Inc.)

Company RSUs. (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and is either (x1) held by a non-employee member of the Company Board (whether vested or unvested) or (y2) vested in accordance with its terms but not yet settled as of the Effective Time (each, a “Vested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (xA) the total number of shares of Company Common Stock underlying such Company RSU, by (yB) the Merger Consideration, subject to any required withholding of Taxes (the “Vested Company RSU Consideration”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smartsheet Inc)

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Company RSUs. (i) At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time and either is (xA) held by a non-employee member of the Company Board or (yB) vested in accordance with its terms as of the Effective Time (each, a “Vested Company RSU”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the total number of shares of Company Common Stock underlying such Company RSU, by (y) the Merger Consideration, subject to any required withholding of Taxes Consideration (the “Vested Company RSU Consideration”), subject to Section 2.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ZeroFox Holdings, Inc.)

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