Common use of Treatment of Company Restricted Share Awards Clause in Contracts

Treatment of Company Restricted Share Awards. As of immediately prior to the Company Merger Effective Time, by virtue of the Company Merger and without any further action on the part of the Company or Parent or the holders thereof, each Company Restricted Share Award that is issued and outstanding as of immediately prior to the Company Merger Effective Time shall automatically become fully vested and all restrictions with respect thereto shall lapse as of immediately prior to the Company Merger Effective Time. As of the Company Merger Effective Time, (A) each Company Common Share in respect of each such Company Restricted Share Award shall be cancelled and retired and automatically converted into the right to receive (upon the proper surrender of the Certificate or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the sum of (x) the Merger Consideration, plus (y) the Fractional Share Consideration, if any, and (B) the holder of each Company Restricted Share Award that vests in accordance with this Section 3.1(c)(i) shall be entitled to receive a cash amount equal to the value, as of immediately prior to the Company Merger Effective Time, of the Company Dividend Equivalent with respect to such Company Common Shares to the extent unpaid as of the Company Merger Effective Time, if any. Parent shall cause the consideration described in this Section 3.1(c)(i) to be paid promptly following the Company Merger Effective Time (but no later than five (5) Business Days following the Company Merger Effective Time), without interest and less any applicable withholding or other Taxes or other amounts required by Law to be withheld (including but not limited to withholding the issuance or delivery of shares of Parent Common Stock otherwise payable as Merger Consideration to satisfy such obligations).

Treatment of Company Restricted Share Awards. As of immediately prior to (A) At the Company Merger Effective Time, Time and by virtue of the Company Merger and without any further action on the part of the Company Company, Parent or Parent Merger Sub or the holders thereof, each Company Restricted Share Award other than a Scheduled Company Restricted Share Award that is issued and outstanding as of immediately prior to the Effective Time shall be assumed by Parent and shall be converted into a number of whole Parent Common Shares (rounded up to the nearest whole share) equal to the product obtained by multiplying (A) the number of shares of Company Common Stock subject to such Company Restricted Share Award as of immediately prior to the Effective Time, by (B) the Exchange Ratio. Except as otherwise provided in this Section 3.1(c)(ii)(A) and Section 3.1(c)(ii)(A) of the Company Disclosure Letter, each Company Restricted Share Award assumed and converted pursuant to this Section 3.1(c)(ii)(A) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Restricted Share Award as of immediately prior to the Effective Time. (B) As of immediately prior to the Effective Time, by virtue of the Merger and without any further action on the part of Company, Parent or Merger Sub or the holders thereof, each Company Restricted Share Award that is scheduled on Section 3.1(c)(ii)(B) of the Company Disclosure Letter (a “Scheduled Company Restricted Share Award”) that is issued and outstanding as of immediately prior to the Effective Time shall automatically become fully vested and all restrictions with respect thereto shall lapse as of immediately prior to the Company Merger Effective Time. As of the Company Merger Effective Time, (A) each such share of Company Common Share in respect of each such Company Restricted Share Award shall Stock will be cancelled and retired and automatically converted into the right to receive (upon the proper surrender of the Certificate or, in the case of a Book-Entry Share, the proper surrender of such Book-Entry Share) the sum of (xi) the Merger Consideration, plus (yii) the Fractional Share Consideration, if any, and (B) the holder of each Company Restricted Share Award that vests in accordance with this Section 3.1(c)(i) shall be entitled to receive a cash amount equal to the value, as of immediately prior to the Company Merger Effective Time, of the Company Dividend Equivalent with respect to such Company Common Shares to the extent unpaid as of the Company Merger Effective Time, if any. Parent shall cause the consideration described in this Section 3.1(c)(i3.1(c)(ii)(B) to be paid promptly following the Company Merger Effective Time (but no later than five (5) Business Days following the Company Merger Effective Time), without interest and less any applicable withholding or other Taxes or other amounts required by Law to be withheld (including but not limited to withholding the issuance or delivery of shares of Parent Common Stock Shares otherwise payable as Merger Consideration to satisfy such obligations).