Common use of Restricted Stock Rights Clause in Contracts

Restricted Stock Rights. 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 Restricted Stock Rights, each Restricted Stock Right 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 Restricted Stock Right”) shall be converted into a number of restricted stock units or restricted shares, as applicable, denominated in Parent Topco Shares (a “Parent Topco Restricted Stock Right”), equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Rollover Restricted Stock Right immediately prior to the Effective Time multiplied by (y) the Equity Award Conversion Ratio; and except as specifically provided above, each such Parent Topco Restricted Stock Right 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 Restricted Stock Right immediately prior to the Effective Time and (ii) is not a Rollover Restricted Stock Right, 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 Restricted Stock Right.