Other Stock-Based Awards. At the Effective Time, each award of any kind consisting of Shares (including any Shares subject to vesting restrictions and/or forfeiture or repurchase by the Company (“Company Restricted Shares”)), granted under any of the Company Equity Plans that is outstanding immediately prior to the Effective Time (other than the Company Options and rights under the ESPP) (each, a “Company Stock Award”) shall, automatically and without any required action on the part of the holder thereof, be cancelled and converted into only the right to receive (without interest), an amount in cash payable in a lump sum through the Company’s payroll or accounts payable system as soon as reasonably practicable (but no later than the second payroll period) after the Effective Time, equal to (i) the product of (A) the Cash Consideration and (B) the number of Shares underlying such Company Stock Award, plus (ii) the amount set forth in Part 6.2(c) of the Company Disclosure Schedule. Any payment made pursuant to this Section 6.2(c) shall be reduced by any income or employment Tax withholding, or other deductions, required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws, including pursuant to the terms of any wage garnishment order.
Appears in 5 contracts
Samples: Merger Agreement, Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (COURIER Corp)
