Conversion of Company Equity Awards. (a) Effective as of the Acquisition Merger Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option immediately prior to the Acquisition Merger Effective Time, including applicable vesting conditions (after such conversion, each a “Rollover Option”) the number of shares of Pubco Class A Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to the corresponding Company Stock Option immediately prior to the Acquisition Merger Effective Time, multiplied by (ii) the Acquisition Merger Exchange Ratio with any resulting fractional share rounded down to the nearest whole number. The per share exercise price of each Rollover Option shall be equal to the quotient obtained by dividing (A) the per share exercise price of the corresponding Company Stock Option as of immediately prior to the Acquisition Merger Effective Time by (B) the Acquisition Merger Exchange Ratio, with any resulting fractional cent rounded up to the nearest whole cent. (b) Effective as of the Acquisition Merger Effective Time, each Company Restricted Stock Unit, to the extent then outstanding, shall automatically, without any action on the part of the holder thereof, be converted into a restricted stock unit of Pubco with respect to that number of shares of Pubco Class A Common Stock determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit award immediately prior to the Acquisition Merger Effective Time by (ii) the Acquisition Merger Exchange Ratio, with any resulting fractional share rounded down to the nearest whole number (after such conversion, “Rollover Restricted Stock Units”). Except as provided herein, each Rollover Restricted Stock Unit shall be subject to the same terms and conditions as were applicable to the corresponding Company Restricted Stock Unit immediately prior to the Acquisition Merger Effective Time, including applicable vesting conditions. (c) Notwithstanding the foregoing, the conversions described in this Section 3.05 will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Pubco Class A Common Stock purchasable pursuant to such option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. (d) At or prior to the Acquisition Merger Effective Time, the Company, the Company Board and the compensation committee of the Company Board, as applicable, shall (i) adopt any resolutions and take any actions that are necessary to effect the treatment of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including resolutions by the Company Board to confirm or clarify that the capital-raising events contemplated by this Agreement will not result in any single-trigger or double-trigger vesting of any Company Equity Award, and (ii) take all actions necessary to ensure that from and after the Acquisition Merger Effective Time Pubco will not be required to deliver shares of Company Stock or other shares of capital stock of the Company to any Person pursuant to or in settlement of Company Stock Options, Company Restricted Stock Units or any other equity compensation award. (e) Pubco shall take all actions that are necessary for the assumption and conversion of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including the reservation, issuance, registration and listing of shares of Pubco Common Stock as necessary to effect the transactions contemplated by this Section 3.05.
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Conversion of Company Equity Awards. (a) Effective as of the Acquisition Merger Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option immediately prior to the Acquisition Merger Effective Time, including applicable vesting conditions (after such conversion, each a “"Rollover Option”") the number of shares of Pubco Class A Acquiror Common Stock equal to the product of (i) determined by multiplying the number of shares of Company Common Stock subject to the corresponding Company Stock Option immediately prior to the Acquisition Merger Effective Time, multiplied Time by (ii) the Acquisition Merger Exchange Ratio with any Per Share Common Stock Consideration and rounding the resulting fractional share rounded number down to the nearest whole numbernumber of shares of Acquiror Common Stock. The per share exercise price for the Acquiror Common Stock issuable upon exercise of each such Rollover Option shall be equal to the quotient obtained determined by dividing (A) the per share exercise price for the shares of Company Common Stock subject to the corresponding Company Stock Option Option, as of in effect immediately prior to the Acquisition Merger Effective Time Time, by (B) the Acquisition Merger Exchange RatioPer Share Common Stock Consideration, with any and rounding the resulting fractional cent rounded exercise price up to the nearest whole cent.
(b) Effective as of the Acquisition Merger Effective Time, each share of Company Restricted Stock, to the extent then unvested and outstanding, shall automatically, without any action on the part of the holder thereof, be converted into the number of shares of restricted Acquiror Common Stock, subject to the same terms and conditions as were applicable to such Company Restricted Stock immediately prior to the Effective Time, including applicable vesting conditions (after such conversion, "Rollover Restricted Stock") determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Restricted Stock award immediately prior to the Effective Time by (ii) the Per Share Common Stock Consideration.
(c) Effective as of the Effective Time, each Company Restricted Stock Unit, to the extent then outstanding, shall automatically, without any action on the part of the holder thereof, be converted into a restricted stock unit units of Pubco the Acquiror with respect to that number of shares of Pubco Class A Acquiror Common Stock determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit award immediately prior to the Acquisition Merger Effective Time by (ii) the Acquisition Merger Exchange Ratio, with any resulting fractional share rounded down to the nearest whole number Per Share Common Stock Consideration (after such conversion, “"Rollover Restricted Stock Units”"). Except as provided herein, each the Rollover Restricted Stock Unit Units shall be subject to the same terms and conditions as were applicable to the corresponding Company Restricted Stock Unit Units immediately prior to the Acquisition Merger Effective Time, including applicable vesting conditions.
(cd) Notwithstanding the foregoing, the conversions described in this Section 3.05 will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Pubco Class A Acquiror Common Stock purchasable pursuant to such option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code.
(d) At or prior to the Acquisition Merger Effective Time, the Company, the Company Board and the compensation committee of the Company Board, as applicable, shall (i) adopt any resolutions and take any actions that are necessary to effect the treatment of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including resolutions by the Company Board to confirm or clarify that the capital-raising events contemplated by this Agreement will not result in any single-trigger or double-trigger vesting of any Company Equity Award, and (ii) take all actions necessary to ensure that from and after the Acquisition Merger Effective Time Pubco will not be required to deliver shares of Company Stock or other shares of capital stock of the Company to any Person pursuant to or in settlement of Company Stock Options, Company Restricted Stock Units or any other equity compensation award.
(e) Pubco shall take all actions that are necessary for the assumption and conversion of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including the reservation, issuance, registration and listing of shares of Pubco Common Stock as necessary to effect the transactions contemplated by this Section 3.05.
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Conversion of Company Equity Awards. Prior to the First Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:
(a) Effective as of the Acquisition Merger First Effective Time, each Vested Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be cancelled, and the holder shall be entitled to receive in respect of such cancelled Vested Company Stock Option (i) a number of shares of Acquiror Common Stock, subject to Section 3.08, equal to the quotient obtained by dividing (A) the result of (1) the product of (x) the number of shares of Company Common Stock subject to such Vested Company Stock Option immediately prior to the First Effective Time, multiplied by (y) the excess, if any, of (a) the Per Share Merger Consideration Value, over (b) the per share exercise price for the shares of Company Common Stock subject to such Vested Company Stock Option immediately prior to the First Effective Time, minus (2) the applicable withholding taxes payable in respect of such cancelled Vested Company Option, by (B) ten dollars ($10) and (ii) the contingent right to receive a number of Earnout Shares following the Closing in accordance with Section 3.11. For purposes of this Agreement, the “Option Spread Shares” are the number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (I) the amount computed under clause (i)(A)(1) of the immediately preceding sentence by (II) ten dollars ($10).
(b) Effective as of the First Effective Time, each Unvested Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into an option to acquire, on the same terms and conditions as were applicable to such Unvested Company Stock Option immediately prior to the Acquisition Merger First Effective Time, including applicable vesting conditions conditions, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes (after such conversion, each a “Rollover Option”) the number of shares of Pubco Class A Acquiror Common Stock equal to the product of (i) determined by multiplying the number of shares of Company Common Stock subject to the corresponding Unvested Company Stock Option immediately prior to the Acquisition Merger First Effective Time, multiplied Time by (ii) the Acquisition Merger Exchange Ratio with any Per Share Stock Consideration and rounding the resulting fractional share rounded number down to the nearest whole numbernumber of shares of Acquiror Common Stock. The per share exercise price for the Acquiror Common Stock issuable upon exercise of each such Rollover Option shall be equal to the quotient obtained determined by dividing (A) the per share exercise price for the shares of Company Common Stock subject to the corresponding Unvested Company Stock Option Option, as of in effect immediately prior to the Acquisition Merger First Effective Time Time, by (B) the Acquisition Merger Exchange RatioPer Share Stock Consideration, with any and rounding the resulting fractional cent rounded exercise price up to the nearest whole cent. The Rollover Options will also be entitled to the contingent right to receive a number of Earnout Shares following the Closing in accordance with Section 3.11.
(bc) Effective as of the Acquisition Merger First Effective Time, each share of Company Restricted Stock UnitStock, to the extent then unvested and outstanding, shall automatically, without any action on the part of the holder thereof, be converted into a restricted stock unit of Pubco with respect to that the number of shares of Pubco Class A restricted Acquiror Common Stock, subject to the same terms and conditions as were applicable to such Company Restricted Stock immediately prior to the First Effective Time, including applicable vesting conditions, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes (after such conversion, “Rollover Restricted Stock”) determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit award immediately prior to the Acquisition Merger First Effective Time by (ii) the Acquisition Merger Exchange Ratio, with any resulting fractional share rounded down to the nearest whole number (after such conversion, “Per Share Stock Consideration. The Rollover Restricted Stock Units”). Except as provided herein, each Rollover Restricted Stock Unit shall will also be subject entitled to the same terms and conditions as were applicable contingent right to receive a number of Earnout Shares following the corresponding Company Restricted Stock Unit immediately prior to the Acquisition Merger Effective Time, including applicable vesting conditionsClosing in accordance with Section 3.11.
(cd) Notwithstanding the foregoing, the conversions treatment of Company Equity Awards described in this Section 3.05 3.06 will be subject to such modifications, if any, as are required to cause the conversion such treatment to be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of any Unvested Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Pubco Class A Acquiror Common Stock purchasable pursuant to such option Rollover Option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code.
(de) At As soon as practicable after the Closing Date, Acquiror shall file with the SEC a registration statement on Form S-8 (or prior any successor form) relating to shares of Acquiror Common Stock issuable pursuant to the Acquisition Merger Effective Time, the Company, the Company Board Acquiror Omnibus Incentive Plan and the compensation committee of the Company BoardAcquiror Employee Stock Purchase Plan, as applicable, . Such registration statement shall be filed as soon as reasonably practicable after registration of shares on Form S-8 (i) adopt any resolutions and take any actions that are necessary to effect the treatment of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including resolutions by the Company Board to confirm or clarify that the capital-raising events contemplated by this Agreement will not result in any single-trigger or double-trigger vesting of any Company Equity Award, and (ii) take all actions necessary to ensure that from and after the Acquisition Merger Effective Time Pubco will not be required to deliver shares of Company Stock or other shares of capital stock of the Company to any Person pursuant to or in settlement of Company Stock Options, Company Restricted Stock Units or any other equity compensation awardsuccessor form) first becomes available to Acquiror under applicable law.
(e) Pubco shall take all actions that are necessary for the assumption and conversion of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including the reservation, issuance, registration and listing of shares of Pubco Common Stock as necessary to effect the transactions contemplated by this Section 3.05.
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Conversion of Company Equity Awards. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plan) shall adopt such resolutions or take such other actions as may be required to effect the following:
(a) Effective as of the Acquisition Merger Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into (i) an option to acquireacquire a number of shares of Parent Class A Stock at an adjusted exercise price per share, on in each case, as determined under this Section 3.06(a) (each such converted option, a “Rollover Option”) and (ii) the right to receive a number of Earn Out Shares in accordance with Article IV. Each Rollover Option shall be subject to the same terms and conditions as were applicable to such corresponding Company Stock Option as of immediately prior to the Acquisition Merger Effective Time, Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Effective Time: (after i) each such conversion, each a “Rollover Option”Option shall be exercisable solely for shares of Parent Class A Stock; (ii) the number of shares of Pubco Parent Class A Common Stock equal subject to the product of each Rollover Option shall be determined by multiplying (iA) the number of shares of Company Common Stock subject to the corresponding Company Stock Option as of immediately prior to the Acquisition Merger Effective Time, multiplied Time by (iiB) the Acquisition Merger Exchange Ratio with any Per Share Company Common Stock Consideration, and then rounding the resulting fractional share rounded number down to the nearest whole number. The number of shares of Parent Class A Stock; and (iii) the per share exercise price for the Parent Class A Stock issuable upon exercise of each such Rollover Option shall be equal to the quotient obtained determined by dividing (A) the per share exercise price of the corresponding Company Stock Option as in effect as of immediately prior to the Acquisition Merger Effective Time Time, by (B) the Acquisition Merger Exchange RatioPer Share Company Common Stock Consideration, with any and then rounding the resulting fractional cent rounded exercise price up to the nearest whole cent. Notwithstanding the foregoing provisions of this Section 3.06(a), in the event the per share exercise price of a Company Stock Option as in effect as of immediately prior to the Effective Time is greater than or equal to the cash equivalent of the Per Share Company Common Stock Consideration, such Company Stock Option shall be cancelled at the Effective Time for no consideration.
(b) Effective as of the Acquisition Merger Effective Time, each award of Company Restricted Stock UnitRSUs, to the extent then unvested and outstanding, shall automatically, without any action on the part of the holder thereof, be converted into a (i) an award of restricted stock unit of Pubco with respect to that units covering a number of shares of Pubco Parent Class A Common Stock (the “Rollover RSUs”) determined by multiplying (i) the number of shares of Company Common Stock subject to underlying such Company Restricted Stock Unit award as of immediately prior to the Acquisition Merger Effective Time by (ii) the Acquisition Merger Exchange Ratio, with any Per Share Company Common Stock Consideration and rounding the resulting fractional share rounded down number to the nearest whole number of shares of Parent Class A Stock and (after such conversion, “ii) the right to receive a number of Earn Out Shares in accordance with Article IV. Each award of Rollover Restricted Stock Units”). Except as provided herein, each Rollover Restricted Stock Unit RSUs shall be subject to the same terms and conditions as were applicable to the such corresponding award of Company Restricted Stock Unit RSUs immediately prior to the Acquisition Merger Effective Time, Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions.
(c) Notwithstanding the foregoing, the conversions described in this Section 3.05 3.06 will be subject to such modifications, if any, as are required to cause the conversion conversions to be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Pubco Parent Class A Common Stock purchasable pursuant to such option Company Stock Option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code.
(d) At or prior Prior to the Acquisition Merger Effective Time, the Company, the Company Board and the compensation committee of the Company Board, as applicable, shall (i) adopt any resolutions and take any actions that which are necessary and sufficient to effect the treatment of cause the Company Stock Options and Company Restricted Stock Units pursuant Plan to this Section 3.05, including resolutions by the Company Board to confirm or clarify that the capital-raising events contemplated by this Agreement will not result in any single-trigger or double-trigger vesting of any Company Equity Award, and (ii) take all actions necessary to ensure that from and after the Acquisition Merger Effective Time Pubco will not be required to deliver shares of Company Stock or other shares of capital stock terminate as of the Company to any Person pursuant to or in settlement of Company Stock Options, Company Restricted Stock Units or any other equity compensation awardEffective Time.
(e) Pubco shall take all actions that are necessary for the assumption and conversion of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including the reservation, issuance, registration and listing of shares of Pubco Common Stock as necessary to effect the transactions contemplated by this Section 3.05.
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Conversion of Company Equity Awards. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof administering the Company Stock Plan) shall adopt such resolutions or take such other actions as may be required to effect the following:
(a) Effective as of the Acquisition Merger Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into an option to acquireacquire a number of shares of Parent Class A Stock at an adjusted exercise price per share, on in each case, as determined under this Section 3.05(a) (each such resulting option, a “Rollover Option”). Each Rollover Option shall be subject to the same terms and conditions as were applicable to such Company Stock Option immediately prior to the Acquisition Merger Effective Time, including applicable vesting conditions (after such conversion, each a “Rollover Option”) the number of shares of Pubco Class A Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to the corresponding Company Stock Option immediately prior to the Acquisition Merger Effective Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Effective Time, multiplied by : (i) each such Rollover Option shall be exercisable solely for shares of Parent Class A Stock; (ii) the Acquisition Merger Exchange Ratio with any number of shares of Parent Class A Stock subject to each Rollover Option shall be determined by multiplying the number of shares of Company Class A Stock subject to the Company Stock Option by the Per Share Company Stock Consideration and rounding the resulting fractional share rounded number down to the nearest whole number. The per share exercise price number of each Rollover Option shall be equal to the quotient obtained by dividing shares of Parent Class A Stock; and (Aiii) the per share exercise price for the Parent Class A Stock issuable upon exercise of such Rollover Option shall be determined by dividing the corresponding per share exercise price for the shares of Company Class A Stock subject to the Company Stock Option Option, as of in effect immediately prior to the Acquisition Merger Effective Time Time, by (B) the Acquisition Merger Exchange RatioPer Share Company Stock Consideration, with any and rounding the resulting fractional cent rounded exercise price up to the nearest whole cent.
(b) Effective as of the Acquisition Merger Effective Time, each award of Company Restricted Stock UnitStock, to the extent then unvested and outstanding, shall automatically, without any action on the part of the holder thereof, be converted into a restricted stock unit of Pubco with respect to that number of shares of Pubco Parent Class A Common Stock (the “Rollover Restricted Stock”) determined by multiplying (i) the number of shares of Company Common Restricted Stock subject to such award by the Per Share Company Restricted Stock Unit award immediately prior to Consideration and rounding the Acquisition Merger Effective Time by (ii) the Acquisition Merger Exchange Ratio, with any resulting fractional share rounded number down to the nearest whole number (after such conversion, “of shares of Parent Class A Stock. Each share of Rollover Restricted Stock Units”). Except as provided herein, each Rollover Restricted Stock Unit shall be subject to the same terms and conditions as were applicable to the such corresponding share of Company Restricted Stock Unit immediately prior to the Acquisition Merger Effective Time, Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions.
(c) Notwithstanding the foregoing, the conversions described in this Section 3.05 will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Pubco Parent Class A Common Stock purchasable pursuant to such option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code.
(d) At or prior to the Acquisition Merger Effective Time, the Company, the Company Board and the compensation committee of the Company Board, as applicable, shall (i) adopt any resolutions and take any actions that which are necessary and sufficient to effect the treatment of cause the Company Stock Options and Company Restricted Stock Units pursuant Plan to this Section 3.05, including resolutions by terminate as of the Company Board to confirm or clarify that the capital-raising events contemplated by this Agreement will not result in any single-trigger or double-trigger vesting of any Company Equity Award, and (ii) take all actions necessary to ensure that from and after the Acquisition Merger Effective Time Pubco will not be required (subject to deliver shares of Company Stock or other shares of capital stock the approval of the Company to any Person pursuant to or Parent Omnibus Incentive Plan Proposal as contemplated in settlement of Company Stock Options, Company Restricted Stock Units or any other equity compensation awardSection 6.02(b)).
(e) Pubco shall take all actions that are necessary for the assumption and conversion of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including the reservation, issuance, registration and listing of shares of Pubco Common Stock as necessary to effect the transactions contemplated by this Section 3.05.
Appears in 1 contract
Conversion of Company Equity Awards. (a) Effective as of the Acquisition Merger Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into an option to acquire, on the same terms and conditions as were applicable to such Company Stock Option immediately prior to the Acquisition Merger Effective Time, including applicable vesting conditions (after such conversion, each a “Rollover Option”) the number of shares of Pubco Class A Acquiror Common Stock equal to the product of (i) determined by multiplying the number of shares of Company Common Stock subject to the corresponding Company Stock Option immediately prior to the Acquisition Merger Effective Time, multiplied Time by (ii) the Acquisition Merger Exchange Ratio with any Per Share Common Stock Consideration and rounding the resulting fractional share rounded number down to the nearest whole numbernumber of shares of Acquiror Common Stock. The per share exercise price for the Acquiror Common Stock issuable upon exercise of each such Rollover Option shall be equal to the quotient obtained determined by dividing (A) the per share exercise price for the shares of Company Common Stock subject to the corresponding Company Stock Option Option, as of in effect immediately prior to the Acquisition Merger Effective Time Time, by (B) the Acquisition Merger Exchange RatioPer Share Common Stock Consideration, with any and rounding the resulting fractional cent rounded exercise price up to the nearest whole cent.
(b) Effective as of the Acquisition Merger Effective Time, each share of Company Restricted Stock, to the extent then unvested and outstanding, shall automatically, without any action on the part of the holder thereof, be converted into the number of shares of restricted Acquiror Common Stock, subject to the same terms and conditions as were applicable to such Company Restricted Stock immediately prior to the Effective Time, including applicable vesting conditions (after such conversion, “Rollover Restricted Stock”) determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Restricted Stock award immediately prior to the Effective Time by (ii) the Per Share Common Stock Consideration.
(c) Effective as of the Effective Time, each Company Restricted Stock Unit, to the extent then outstanding, shall automatically, without any action on the part of the holder thereof, be converted into a restricted stock unit units of Pubco the Acquiror with respect to that number of shares of Pubco Class A Acquiror Common Stock determined by multiplying (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit award immediately prior to the Acquisition Merger Effective Time by (ii) the Acquisition Merger Exchange Ratio, with any resulting fractional share rounded down to the nearest whole number Per Share Common Stock Consideration (after such conversion, “Rollover Restricted Stock Units”). Except as provided herein, each the Rollover Restricted Stock Unit Units shall be subject to the same terms and conditions as were applicable to the corresponding Company Restricted Stock Unit Units immediately prior to the Acquisition Merger Effective Time, including applicable vesting conditions.
(cd) Notwithstanding the foregoing, the conversions described in this Section 3.05 will be subject to such modifications, if any, as are required to cause the conversion to be made in a manner consistent with the requirements of Section 409A of the Code and, in the case of any Company Stock Option to which Section 422 of the Code applies, the exercise price and the number of shares of Pubco Class A Acquiror Common Stock purchasable pursuant to such option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code.
(d) At or prior to the Acquisition Merger Effective Time, the Company, the Company Board and the compensation committee of the Company Board, as applicable, shall (i) adopt any resolutions and take any actions that are necessary to effect the treatment of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including resolutions by the Company Board to confirm or clarify that the capital-raising events contemplated by this Agreement will not result in any single-trigger or double-trigger vesting of any Company Equity Award, and (ii) take all actions necessary to ensure that from and after the Acquisition Merger Effective Time Pubco will not be required to deliver shares of Company Stock or other shares of capital stock of the Company to any Person pursuant to or in settlement of Company Stock Options, Company Restricted Stock Units or any other equity compensation award.
(e) Pubco shall take all actions that are necessary for the assumption and conversion of the Company Stock Options and Company Restricted Stock Units pursuant to this Section 3.05, including the reservation, issuance, registration and listing of shares of Pubco Common Stock as necessary to effect the transactions contemplated by this Section 3.05.
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