Treatment of Company Restricted Stock Awards. Notwithstanding anything herein to the contrary, effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holders thereof or the Acquired Companies, (i) each Company Restricted Stock Award (or portion thereof) that is vested as of the Effective Time or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall be treated as shares in accordance with Section 3.01(a) of this Agreement; provided that the payment of Public Merger Consideration in respect thereof shall be subject to applicable withholdings (the “Vested Restricted Stock Consideration”), and (ii) each Company Restricted Stock Award that remains outstanding immediately prior to the Effective Time that is unvested (and to the extent not vested at the Effective Time) will automatically terminate and be cancelled and converted into a restricted cash award (which, for the avoidance of doubt, is a contractual right and not an equity security), which shall have a cash value (each, a “Converted Restricted Stock Award”) equal to the product of (x) the aggregate number of shares of Company Common Stock underlying such unvested Company Restricted Stock Award immediately prior to the Effective Time multiplied by (y) the Public Merger Consideration. Each Converted Restricted Stock Award corresponding to a Company Restricted Stock Award outstanding as of the date hereof shall be subject to substantially the same terms and conditions as applied to the corresponding Company Restricted Stock Award immediately prior to the Effective Time and shall be paid (without interest and subject to applicable withholdings) promptly upon vesting (the “Unvested Restricted Stock Consideration,” and together with the Vested Restricted Stock Consideration, the “Restricted Stock Consideration”).
Treatment of Company Restricted Stock Awards. At the First Merger Effective Time and by virtue of the First Merger and without any further action on the part of any Party or the holders of any securities of any Party, each Company Restricted Stock Award that is issued and outstanding as of immediately prior to the First Merger Effective Time shall be converted into identical equity awards of Hermes Sub I with respect to shares of Hermes Sub I Common Stock or Hermes Sub I Class A Common Stock (such Company Restricted Stock Awards, as so converted, “Hermes Sub I Restricted Stock Awards”).
Treatment of Company Restricted Stock Awards. Immediately prior to the Effective Time, each share of Company Common Stock that is subject to a Company Restricted Stock Award that is then outstanding (whether vested or unvested) shall vest in full (assuming, in the case of Company Restricted Stock Awards that are subject to performance-based vesting, that the performance goals are satisfied at a level of 100%) and, at the Effective Time, shall be treated as an outstanding share of Company Common Stock for purposes of Section 2.01(c). Any Merger Consideration payable with respect to shares of Company Common Stock subject to Company Restricted Stock Awards shall be paid out of the Exchange Fund in accordance with Section 2.02 (less applicable withholding taxes, if any) and, notwithstanding anything to the contrary herein, any Merger Consideration payable with respect to shares of Company Common Stock subject to Company Restricted Stock Awards granted pursuant to the 2006 Outside Director Restricted Stock Award Plan shall be paid in cash as required by the terms of such plan or the award agreements issued thereunder.
Treatment of Company Restricted Stock Awards. As of the Effective Time, each award of Company Common Stock subject to vesting or lapse restrictions (each a “Company Restricted Stock Award”) that remains outstanding immediately prior to the Effective Time, shall, to the extent not vested, become fully vested, and shall be canceled without any action on the part of any holder or beneficiary thereof and converted in accordance with the procedures set forth in this Agreement into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such Company Restricted Stock Award, treating such shares in the same manner as all other outstanding shares of Company Common Stock for such purposes.
Treatment of Company Restricted Stock Awards. Immediately prior to the Effective Time, each Company Restricted Stock Award that is then outstanding shall be cancelled and terminated, and each holder of a Company Restricted Stock Award shall have the right to receive from the Surviving Company, in respect of such Company Restricted Stock Award, an amount in cash (less applicable withholding taxes, if any) equal to (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Award, multiplied by (ii) the Merger Consideration, payable through payroll promptly (but in any event no later than the later of ten (10) Business Days following the Closing Date and the first regular payroll date following the Closing Date) following the Closing Date.
Treatment of Company Restricted Stock Awards. Neither Parent nor Merger Sub shall assume any Company Restricted Stock Awards or substitute for any Company Restricted Stock Awards any similar award of Parent Common Stock in connection with the Merger and the other transactions contemplated by this Agreement. As of the Effective Time, each Company Restricted Stock Award that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall by virtue of the Merger and without any action on the part of any holder of any Company Restricted Stock Award be cancelled and converted into the right to receive from the Company at the Effective Time a cash payment (without interest) equal to (i) the product of (A) the Merger Consideration and (B) the number of shares of Company Common Stock subject to such Company Restricted Stock Award as of the Effective Time (the “Restricted Stock Considerationˮ), less (ii) any applicable withholding Taxes required by applicable Law to be withheld.
Treatment of Company Restricted Stock Awards. Notwithstanding anything herein to the contrary, effective as of immediately prior to the Company Merger Effective Time, automatically and without any action on the part of the holders thereof or the Acquired Companies, each Company Restricted Stock Award that is outstanding as of immediately prior to the Company Merger Effective Time, shall be cancelled and converted into the right to receive, subject to Section 3.05, an amount in cash (without interest and subject to applicable withholdings), equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock subject to the Company Restricted Stock Award immediately prior to the Company Merger Effective Time (the “Company Restricted Stock”) by (y) the Common Stock Merger Consideration (with any time vesting conditions deemed fully satisfied and performance goals applicable to such Company Restricted Stock Award deemed satisfied at maximum performance) (the “Restricted Stock Consideration”). In addition, in no event later than ten (10) Business Days after the Company Merger Effective Time, the Company shall pay each holder of Company Restricted Stock an amount equal to all accrued and unpaid cash dividends up to, and including, the Company Merger Effective Time (without interest and subject to applicable withholdings) in accordance with the terms of the applicable award agreement.
Treatment of Company Restricted Stock Awards. Parent shall not assume any award of Company Common Stock subject to time-based, performance or other vesting or lapse restrictions (each, a Company Restricted Stock Award). Without prejudice to any rights in respect of the Distribution, as of the Effective Time, (i) each Company Restricted Stock Award that is outstanding immediately prior to the Effective Time, shall, to the extent not vested, become fully vested; provided that to the extent that such award is subject to performance conditions, any performance conditions shall be deemed to have been satisfied at the maximum level and (ii) each Company Restricted Stock Award shall be canceled without any action on the part of any holder or beneficiary thereof in consideration for the right to receive, in accordance with the Surviving Company’s general payroll practices, a lump sum cash payment with respect thereto equal to the product of (A) the Merger Consideration, and (B) the number of shares of Company Common Stock represented by such Company Restricted Stock Award, less any applicable withholding or other Taxes or other amounts required by Applicable Law to be withheld, without interest.
Treatment of Company Restricted Stock Awards. Notwithstanding anything herein to the contrary, effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holders thereof or the Acquired Companies, each Company Restricted Stock Award that is outstanding as of immediately prior to the Effective Time, whether vested or unvested (except as otherwise provided in this Section 3.05(b)), shall be cancelled and converted into the right to receive, subject to Section 3.04, an amount in cash (without interest and subject to applicable withholdings), equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock subject to the Company Restricted Stock Award immediately prior to the Effective Time (the “Company Restricted Stock”) by (y) the Common Stock Merger Consideration (with any performance goals applicable to such Company Restricted Stock Award measured at the greater of target level performance and actual performance through the Closing Date) (the “Restricted Stock Consideration”). For the avoidance of doubt, in the event that any portion of a Company Restricted Stock Award does not vest based on performance, measured as described in the preceding sentence, the shares of Company Common Stock underlying such portion of the Company Restricted Stock Award shall be cancelled as of the Effective Time without payment therefor and shall have no further force or effect. In addition, in no event later than ten (10) Business Days after the Effective Time, the Company shall pay each holder of Company Restricted Stock that is not otherwise cancelled pursuant to the immediately preceding sentence an amount equal to all accrued and unpaid cash dividends up to, and including, the Effective Time (without interest and subject to applicable withholdings) in accordance with the terms of the applicable award agreement.
Treatment of Company Restricted Stock Awards. As of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Company Restricted Stock Award that is then outstanding shall be assumed and converted into that number of whole shares of Acquiror Common Stock equal to the product of (A) the total number of shares of Company Stock subject to such Company Restricted Stock Award and (B) the Exchange Ratio, and rounding the resulting number up to the nearest whole share (an “Acquiror Restricted Stock Award”). Each such Acquiror Restricted Stock Award, as so assumed and converted, shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Restricted Stock Award immediately prior to the Effective Time (including vesting and forfeiture conditions) except to the extent such terms or conditions are rendered inoperative by the Transactions.
