Treatment of Company Restricted Stock Units. Prior to the Closing, the Company’s Board of Directors (or, if appropriate, any committee thereof administering the Equity Incentive Plan) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all vested and unvested Company Restricted Stock Units as necessary to provide that, at the Effective Time, each Company Restricted Stock Unit shall be converted into a restricted stock unit (a “Converted Restricted Stock Unit”) to acquire, subject to substantially the same terms and conditions as were applicable under such Company Restricted Stock Unit, the number of shares of Parent Class A Common Stock (rounded up to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Company Restricted Stock Unit as of immediately prior to the Effective Time by the Closing Exchange Ratio, in each case as set forth in the Consideration Spreadsheet.
Treatment of Company Restricted Stock Units. As of the Acceptance Time, each unvested restricted stock unit awarded under the Company Equity Plans (“Restricted Stock Units”) shall vest in full and shall be settled for Company Common Stock in accordance with the terms of the applicable Company Equity Plan, which shares of Company Common Stock shall be converted in accordance with Section 2.1(a) into the right to receive the Merger Consideration at the Effective Time.
Treatment of Company Restricted Stock Units. At the Effective Time, each Company Restricted Stock Unit 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 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 Company Restricted Stock Unit) immediately prior to the Effective Time, except that, from and after the Effective Time, each such Company Restricted Stock Unit will be converted into a number of restricted stock units covering that number of whole shares of Parent Common Shares equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit as of immediately prior to the Effective Time and (ii) the Exchange Ratio.
Treatment of Company Restricted Stock Units. At the Effective Time, each Company RSU Award that is outstanding immediately prior thereto, shall by virtue of the Merger automatically and without any action on the part of the Company, Parent or the holder thereof, be cancelled and terminated and converted into the right to receive from the Surviving Corporation as provided below: (i) the Closing Date Per Share Merger Consideration in cash, payable to the holder thereof in accordance with Section 2.3 multiplied by the aggregate number of shares of Company Common Stock underlying such Company RSU Award immediately prior to the Effective Time (the “Closing Date RSU Consideration”); and (ii) an aggregate number of PPP Loan Forgiveness Rights equal to the aggregate number of shares of Company Common Stock underlying such Company RSU Award immediately prior to the Effective Time (collectively, the “RSU Consideration”). Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Parent shall cause the Surviving Corporation to pay to each holder of Company RSU Awards the Closing Date RSU Consideration (less any applicable withholding Taxes) on the Surviving Corporation’s first regularly scheduled payroll date occurring at least five (5) Business Days following the Effective Time. Any payment with respect to PPP Loan Forgiveness Rights issued with respect to any Company RSU Award will be made as provided in the PPP Loan Rights Agreement.
Treatment of Company Restricted Stock Units. As of the Effective Time, each Company Restricted Stock Unit that is issued and outstanding immediately prior to the Effective Time (whether vested or unvested) shall become or otherwise be deemed fully vested and all restrictions thereon shall lapse and each Company Restricted Stock Unit for which vesting accelerated and restrictions lapsed at the Effective Time, shall, in either case, be canceled by virtue of the Merger and without any action on the part of any holder of any Company Restricted Stock Unit in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto equal to the product of (i) the number of shares of Common Stock previously subject to such Company Restricted Stock Unit and (ii) the Merger Consideration, less any required withholding Taxes (the “Restricted Stock Unit Payment,” and the sum of all such payments, the “Total Restricted Stock Unit Payments”), subject, however, to any rights of such holder pursuant to Section 3.5. As of the Effective Time, all Company Restricted Stock Units shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Restricted Stock Unit shall cease to have any rights with respect thereto, except the right to receive the Restricted Stock Unit Payment. As soon as reasonably practicable following the date of this Agreement, and in any event prior to and effective as of the Effective Time, the Company’s board of directors (or, if appropriate, any committee thereof administering the Company’s equity incentive plans) shall adopt such resolutions or take such other actions as necessary to effectuate this Section 3.3
Treatment of Company Restricted Stock Units. As of the Effective Time, each Company Restricted Stock Unit (whether or not vested) that is outstanding immediately prior thereto shall be canceled and shall entitle the holder thereof to receive in exchange therefor, an amount in cash (subject to any applicable withholding or other Taxes or other amounts required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Restricted Stock Unit and (ii) the Merger Consideration (the “Restricted Stock Unit Payment”). The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay through the payroll of the Surviving Corporation (or the relevant employer subsidiary) to each holder of a Company Restricted Stock Unit the Restricted Stock Unit Payment within five (5) Business Days following the Effective Time.
Treatment of Company Restricted Stock Units. At the Effective Time, each then outstanding restricted stock unit covering shares of Company Common Stock issued pursuant to the Company Stock Option Plan (the “Company RSUs”) (whether vested or unvested) that is held by a Person who is a Continuing Employee (each such Person to be referred to herein as, an “Assumed RSU Holder”), will cease to represent a right to acquire Company Common Stock and will be converted automatically, without any required action on the part of the holder thereof, into restricted stock units covering such number of shares of Parent Common Stock. The Company RSUs of the Assumed RSU Holders shall be referred to herein, as the “Assumed RSUs.” Each Assumed RSU shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Option Plan and the agreement evidencing the grant thereof immediately prior to the Effective Time, including provisions with respect to vesting.
Treatment of Company Restricted Stock Units. Effective as of the Effective Time, each Company Restricted Stock Unit outstanding immediately prior to the Effective Time (without regard to whether vested or unvested) shall be cancelled and, in consideration for such cancellation, the holder thereof shall automatically (and without any further action being required of such holder) receive from or on behalf of the Surviving Corporation, at, or as soon as practicable but in no event more than thirty (30) days following, the Effective Time, an amount in cash equal to (i) the total number of shares of Company Common Stock subject to such Company Restricted Stock Unit, multiplied by (ii) the Merger Consideration, without interest and subject to any applicable Tax withholding in accordance with Section 2.7(f).
Treatment of Company Restricted Stock Units. Prior to the Effective Time, the Parent Board and the Company Board (or, if appropriate, any duly authorized committee thereof) each, as applicable, shall take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents if required, to provide that, at the Effective Time, each outstanding equity award granted under the Company Stock Plan that is a restricted stock unit with respect to a share of Company Common Stock (each, a “Company Restricted Stock Unit”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a restricted stock unit award with respect to a share of Parent Common Stock, with the same terms and conditions as were applicable under such Company Restricted Stock Unit immediately prior to the Effective Time (including vesting and settlement terms, conditions and schedules), and relating to the number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit immediately prior to the Effective Time, multiplied by (ii) the Equity Award Exchange Ratio, with any fractional shares rounded to the nearest whole number of shares of Parent Common Stock.
Treatment of Company Restricted Stock Units. At the Effective Time, each Company Restricted Stock Unit (including each Company Non-Employee Director Restricted Stock Unit) outstanding immediately prior to the Effective Time shall, whether vested or unvested, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of each such Company Restricted Stock Unit to receive (without interest) an amount in cash equal to the Merger Consideration per each share of Company Common Stock underlying each such Company Restricted Stock Unit, less applicable Taxes required to be withheld with respect to such payment pursuant to Section 2.10. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay to the holders of Company Restricted Stock Units the cash payments described in this Section 2.08(a) as promptly as practicable (and in any event within three Business Days of the Effective Time).
