Treatment of Company Restricted Stock Sample Clauses
The 'Treatment of Company Restricted Stock' clause defines how restricted stock held by employees or other stakeholders is handled, particularly in the context of significant corporate events such as mergers, acquisitions, or terminations. This clause typically outlines whether restricted stock will vest immediately, be converted into equivalent securities of a new entity, or be forfeited under certain conditions. Its core function is to provide clarity and predictability regarding the fate of restricted stock, thereby protecting the interests of both the company and the stockholders and preventing disputes during major corporate changes.
Treatment of Company Restricted Stock. (i) Immediately prior to the Effective Time (but contingent upon the Effective Time), each Share of Company Restricted Stock that is (i) vested as of immediately prior to the Effective Time or (ii) held by any non-employee director of the Company shall, in each case, be cancelled and converted automatically into the right to receive the Merger Consideration, payable in accordance with Section 3.1(a)(i).
(ii) Immediately prior to the Effective Time (but contingent upon the Effective Time), each Share of Company Restricted Stock that is unvested as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive (such right, a “Replacement Restricted Stock Award”) an amount in cash equal to the Merger Consideration (the “Replacement RS Consideration”), which Replacement Restricted Stock Award shall vest and become payable, subject to the holder’s continued employment with the Parent or its Affiliates, including the Surviving Corporation (subject to the termination protections set forth below), on the same vesting schedule as applied to the corresponding Share of Company Restricted Stock. Parent shall pay (or shall cause the Surviving Corporation to pay) an amount in cash equal to the Replacement RS Consideration in respect of each Replacement Restricted Stock Award that becomes vested on the Surviving Corporation’s next regularly scheduled payroll date following the applicable vesting date and in any event within ten (10) Business Days after the applicable vesting date (without any interest thereon and less required Tax withholding). Each Replacement Restricted Stock Award shall be evidenced by a written letter from Parent setting forth the terms and conditions of the Replacement Restricted Stock Award (consistent with this Section 3.5(e)(ii)), the form and substance of which shall be subject to prior review and comment by the Company, which reasonable comments Parent shall incorporate. The replacement award letter will include (x) full acceleration of vesting and payment in case of (i) Parent or its Affiliates’ termination of holder’s employment without Cause, (ii) death of holder, (iii) termination of holder’s employment due to Disability, (iv) holder’s termination of employment due to Normal Retirement and (v) holder’s resignation for Good Reason, in each case, regardless of the timing of such termination of employment, and (y) such other terms and conditions required for such Replacement Restricted Stock...
Treatment of Company Restricted Stock. With respect to each share of Company Restricted Stock outstanding immediately prior to the Effective Time, the vesting restrictions shall lapse as of the Effective Time, and each share of Company Restricted Stock shall be converted at the Effective Time into the right to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto, payable by the Surviving Corporation, equal to the product of (i) the number of shares of Company Restricted Stock outstanding immediately prior to the Effective Time, and (ii) the Merger Consideration, less any applicable withholding Taxes (the “Restricted Stock Payment”), subject, however, to any rights of such holder pursuant to Section 3.4. As of the Effective Time, all shares of Company Restricted Stock shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of shares of Company Restricted Stock shall cease to have any rights with respect thereto, except the right to receive the Restricted Stock Payment. Notwithstanding anything to the contrary set forth in this Section 3.3(c), any cash payment relating to Company Restricted Stock granted pursuant to a deferred issuance restricted stock award shall not be paid at the time set forth above, and shall be paid at the time that Shares would otherwise have been delivered pursuant to the terms of such deferred issuance restricted stock award as in effect on the date hereof.
Treatment of Company Restricted Stock. At the Effective Time, each share of Company Restricted Stock that is outstanding immediately prior to the Effective Time shall be assumed by Parent and shall otherwise continue to have, and be subject to, the same terms and conditions, including applicable restrictions and vesting terms, as were applicable immediately prior to the Effective Time as set forth in the applicable Company Plan (including any applicable award agreement, other agreement or other document evidencing such awards of Company Restricted Stock) immediately prior to the Effective Time, except that, from and after the Effective Time, each such share of Company Restricted Stock will be converted into a number of restricted shares of Parent Common Shares equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Restricted Stock as of immediately prior to the Effective Time and (ii) the Exchange Ratio.
Treatment of Company Restricted Stock. At the Parent Merger Effective Time, each share of Company Restricted Stock which is outstanding immediately prior to the Parent Merger Effective Time shall be converted into a number of shares of Parent Common Stock equal to the Parent Merger Consideration in accordance with Section 3.1(b) of this Agreement (the “Restricted Stock Payment”), which shares of Parent Common Stock shall be subject to the same terms and conditions (including vesting and forfeiture conditions) as are applicable to such shares of Company Restricted Stock immediately prior to the Parent Merger Effective Time (and any shares of Company Restricted Stock that become fully vested in accordance with their terms upon consummation of the Parent Merger shall be fully vested). As of the Parent Effective Time, each holder of shares of Company Restricted Stock shall cease to have any rights with respect thereto, except the right to receive the Restricted Stock Payment.
Treatment of Company Restricted Stock. As of the Effective Time, each award of Company Restricted Stock that is outstanding immediately prior to the Effective Time shall be converted into an award of restricted stock with respect to shares of Parent Common Stock (each a, “Parent Restricted Stock Award”) with substantially the same terms and conditions as were applicable to such award of Company Restricted Stock immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such Parent Restricted Stock Award shall be comprised of that number of shares of Parent Common Stock as is equal to the product of (i) the number of shares of Company Common Stock subject to such award of Company Restricted Stock immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.
Treatment of Company Restricted Stock. At the Effective Time, without any further action by the parties hereto, each share of Company Common Stock outstanding immediately prior to the Effective Time that is subject to vesting or other forfeiture conditions (such shares, the “Company Restricted Stock”) that remain unvested or otherwise subject to forfeiture conditions shall, as of the Effective Time, automatically become fully vested and free of any such forfeiture conditions, and each share of Company Restricted Stock shall be considered an outstanding share of Company Common Stock for all purposes of this Agreement, including the right to receive the Share Merger Consideration. The Company may provide for the net settlement of shares of Company Restricted Stock that vest pursuant to the foregoing provision in order to provide for the payment of withholding taxes on behalf of the holder of such shares of Company Restricted Stock.
Treatment of Company Restricted Stock. Notwithstanding any provision of this Agreement to the contrary, the Merger Consideration into which each share of Company Restricted Stock (other than shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be converted automatically and for which each such share shall become exchangeable, and which each such share shall thereafter represent the right to receive, pursuant to Section 2.1(a), shall be paid without interest and shall be subject to the same terms and conditions (including any vesting or forfeiture provisions or repurchase rights, but taking into account any acceleration thereof provided for in the applicable Company Plan, related award document or any other agreement). Therefore, the Cash Consideration payable pursuant to this Article II in exchange for such Company Restricted Stock issued and outstanding immediately before the Effective Time (the “Unvested Cash Consideration” and, together with the Stock Consideration issuable pursuant to this Article II in exchange for such Company Restricted Stock, the “Unvested Merger Consideration”) shall
Treatment of Company Restricted Stock. The Company shall take all actions necessary to provide that, as of the Effective Time, (i) all restrictions upon each outstanding share of restricted stock that has been granted under the Company LTIP shall terminate, (ii) each such share of restricted stock shall be converted into the right to receive the Cash Merger Consideration payable in respect of a share of Company Common Stock, and (iii) each share of restricted stock shall be canceled.
Treatment of Company Restricted Stock. At the Effective Time, without any further action by the parties hereto, each share of Company Common Stock outstanding immediately prior to the Effective Time that is subject to vesting or other forfeiture conditions(such shares, the “Company Restricted Stock”) shall be converted into an award with respect to a number of shares of Parent Common Stock (rounded up or down to the nearest whole share) equal to the product of (x) the number of shares of Company Common Stock subject to such Company Restricted Stock award and (y) the Exchange Ratio (“Converted Restricted Shares”), and such award of Parent Common Stock will be subject to the same terms and conditions (including, without limitation, the same vesting conditions and vesting accelerators) as were applicable to such Company Restricted Stock award immediately prior to the Effective Time. Notwithstanding the foregoing, with respect to any Company Restricted Stock held by a grantee who is a non-employee member of the Company Board immediately prior to the Effective Time and who does not become a member of the Parent Board at the Effective Time, such Company Restricted Stock will vest upon the Effective Time and therefore any Converted Restricted Shares issued in respect thereof will be fully vested and non-forfeitable.
Treatment of Company Restricted Stock. Each award of Shares that is subject to vesting restrictions (the “Company Restricted Stock”) made under a Company Stock Plan (each, a “Company Restricted Stock Award”) that is outstanding as of immediately prior to the Effective Time shall, automatically and without any action on the part of the holder thereof, as of the Effective Time, cease to represent a restricted stock award denominated in Shares and shall be converted into a fixed cash-based award (a “Parent Cash-Based Restricted Share Award”) in respect of an amount in cash, less applicable Tax withholding, equal to the product (rounded down to the nearest whole cent) of (i) the number of Shares subject to such canceled Company Restricted Stock Award, multiplied by (ii) the Merger Consideration (the “Restricted Stock Consideration”) (without interest and less any required Tax withholdings as provided in Section 2.05); provided that for purposes of determining the number of shares of Company Restricted Stock outstanding immediately prior to the Effective Time, with respect to any portion of the Company Restricted Stock Award with a performance period that has not been completed as of such time, any applicable performance-based conditions shall be deemed to have been achieved at target performance. Except as specifically provided above and for any terms rendered inoperative by reason of the Transactions or for such other changes that are necessary for the administration of such Parent Cash-Based Restricted Share Award and not materially detrimental to the holder thereof, following the Effective Time, each such Parent Cash-Based Restricted Share Award shall continue to be governed by the same terms and conditions (including vesting terms, including acceleration of vesting) as were applicable to the applicable Company Restricted Stock Award immediately prior to the Effective Time.