Performance Restricted Stock Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Common Shares or Performance Restricted Stock Units, each Performance Restricted Stock Unit outstanding immediately prior to the Effective Time (whether vested or unvested) that (i) was granted on or after June 1, 2014, or that per its terms provides for “double-trigger” vesting (a “Rollover Performance Restricted Stock Unit”) shall be converted into a number of shares of time‑vested restricted stock denominated in Parent Topco Shares (a “Parent Topco Restricted Stock”), equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Rollover Performance Restricted Stock Unit determined by assuming that performance for the full or cumulative performance period is the higher of the target and actual performance (as determined by the Company based upon actual financial performance up until the Closing, and shall not include any discretionary adjustments) multiplied by (y) the Equity Award Conversion Ratio; except as specifically provided above, each such share of Parent Topco Restricted Stock shall continue to be governed by the same terms and conditions (including regular and “double trigger” change in control vesting terms) as were applicable to the applicable Rollover Performance Restricted Stock Unit immediately prior to the Effective Time, and that the level of performance for such share of Parent Topco Restricted Stock will be permanently fixed at the level described in this clause (i) and (ii) is not a Rollover Performance Restricted Stock Unit, shall be fully vested and shall be canceled and converted into the right to receive an amount in cash (without interest and less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to such payment) determined by multiplying (A) the Merger Consideration by (B) the number of Common Shares subject to such Performance Restricted Stock Unit determined by assuming that performance for the full or cumulative performance period is the higher of the target and actual performance (as determined by the Company based upon actual financial performance up until the Closing and shall not include any discretionary adjustments).
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Samples: Agreement and Plan of Merger (CVS HEALTH Corp), Agreement and Plan of Merger (CVS HEALTH Corp)
Performance Restricted Stock Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Common Shares or Performance Restricted Stock Units, each Performance Restricted Stock Unit outstanding immediately prior to the Effective Time (whether vested or unvested) that (i) was granted on or after June 1, 2014, or that per its terms provides for “double-trigger” vesting (a “Rollover Performance Restricted Stock Unit”) shall be converted into a number of shares of time‑vested time-vested restricted stock denominated in Parent Topco Shares (a “Parent Topco Restricted Stock”), equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Rollover Performance Restricted Stock Unit determined by assuming that performance for the full or cumulative performance period is the higher of the target and actual performance (as determined by the Company based upon actual financial performance up until the Closing, and shall not include any discretionary adjustments) multiplied by (y) the Equity Award Conversion Ratio; except as specifically provided above, each such share of Parent Topco Restricted Stock shall continue to be governed by the same terms and conditions (including regular and “double trigger” change in control vesting terms) as were applicable to the applicable Rollover Performance Restricted Stock Unit immediately prior to the Effective Time, and that the level of performance for such share of Parent Topco Restricted Stock will be permanently fixed at the level described in this clause (i) and (ii) is not a Rollover Performance Restricted Stock Unit, shall be fully vested and shall be canceled and converted into the right to receive an amount in cash (without interest and less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to such payment) determined by multiplying (A) the Merger Consideration by (B) the number of Common Shares subject to such Performance Restricted Stock Unit determined by assuming that performance for the full or cumulative performance period is the higher of the target and actual performance (as determined by the Company based upon actual financial performance up until the Closing and shall not include any discretionary adjustments).
Appears in 1 contract
Performance Restricted Stock Units. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Common Shares or Performance Restricted Stock Units, each Performance Restricted Stock Unit outstanding immediately prior to the Effective Time (whether vested or unvested) that (i) was granted on or after June 1, 2014, or that per its terms provides for “double-trigger” vesting (a “Rollover Performance Restricted Stock Unit”) shall be converted into a number of shares of time‑vested restricted stock denominated in Parent Topco Shares (a “Parent Topco Restricted Stock”), equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Rollover Performance Restricted Stock Unit determined by assuming that performance for the full or cumulative 16 performance period is the higher of the target and actual performance (as determined by the Company based upon actual financial performance up until the Closing, and shall not include any discretionary adjustments) multiplied by (y) the Equity Award Conversion Ratio; except as specifically provided above, each such share of Parent Topco Restricted Stock shall continue to be governed by the same terms and conditions (including regular and “double trigger” change in control vesting terms) as were applicable to the applicable Rollover Performance Restricted Stock Unit immediately prior to the Effective Time, and that the level of performance for such share of Parent Topco Restricted Stock will be permanently fixed at the level described in this clause (i) and (ii) is not a Rollover Performance Restricted Stock Unit, shall be fully vested and shall be canceled and converted into the right to receive an amount in cash (without interest and less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to such payment) determined by multiplying (A) the Merger Consideration by (B) the number of Common Shares subject to such Performance Restricted Stock Unit determined by assuming that performance for the full or cumulative performance period is the higher of the target and actual performance (as determined by the Company based upon actual financial performance up until the Closing and shall not include any discretionary adjustments).. (d) Unless a later time for payment is expressly provided in this Section 4.3 or is otherwise agreed between Parent and an individual holder, the Surviving Corporation shall pay the holders of Options, Performance Restricted Stock Units and Restricted Stock Rights the cash payments described in this Section 4.3 promptly after the Effective Time, but in any event no later than the third (3rd) Business Day after the Effective Time. Any dividend or dividend equivalent rights accrued under any Performance Restricted Stock Units and Restricted Stock Rights shall be paid by Parent promptly after the Effective Time, but in any event not later than the third (3rd) Business Day after the Effective Time. (e) As soon as practicable following the date of this Agreement, the Company shall take all actions with respect to the Company’s StockPlus Program (the “ESPP”) that are necessary to provide that the ESPP shall terminate on the earlier to occur of (i) the last day of the “Quarterly Participation Period” (as defined in the ESPP) in effect as of the date of this Agreement and (ii) immediately prior to the Effective Time. In the case of a termination of the ESPP pursuant to the immediately preceding clause (ii), any Quarterly Participation Period then in effect shall be deemed to have ended on the date that is the last trading day prior to such termination and any amounts credited to the account of any participant in the ESPP shall be paid to such participant in accordance with Section 10 of the ESPP. (f) Prior to the Effective Time, the Company, the Company Board or the Company Board’s Compensation Committee (or another committee duly authorized by the Company Board for such purpose), as applicable, shall adopt any resolutions and take such other actions as are reasonably necessary to implement the provisions of this Section 4.3, subject to the terms and conditions of the applicable Company Equity Plan. (g) As of the Effective Time, Parent shall file with the SEC an effective registration statement on Form S-8 (or other applicable form) with respect to the Parent Topco Shares 17 subject Parent Topco Shares underlying the Parent Topco Restricted Stock Rights and shares of Parent Topco Restricted Stock, shall distribute to the holders of Parent Topco Restricted Rights and shares of Parent Topco Restricted Stock a prospectus relating to such Form S‑8, if applicable, and shall use its reasonable best efforts to maintain the effectiveness of such registration statement for so long as such Parent Topco Restricted Stock Rights or shares of Parent Topco Restricted Stock, as applicable, remain outstanding. Section 4.4
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Samples: Iv Agreement and Plan of Merger
