Common use of Treatment of Company RSU Awards Clause in Contracts

Treatment of Company RSU Awards. Effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof or the Acquired Companies, (i) each Company RSU Award that remains outstanding immediately prior to the Effective Time that is vested or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall be converted into the right to receive, subject to Section 3.05, an amount in cash (without interest and subject to applicable withholdings) (the “Vested RSU Consideration”), equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock underlying such vested Company RSU Award immediately prior to the Effective Time, by (y) the Public Merger Consideration and (ii) each Company RSU 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 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 RSU Award”) equal to the product of (x) the aggregate number of shares of Company Common Stock underlying such unvested Company RSU Award immediately prior to the Effective Time multiplied by (y) the Public Merger Consideration. Each Converted RSU Award corresponding to a Company RSU Award outstanding as of the date hereof shall be subject to substantially the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time and shall be paid (without interest and subject to applicable withholdings) promptly upon vesting (the “Unvested RSU Consideration,” and together with the Vested RSU Consideration, the “RSU Consideration”).

Treatment of Company RSU Awards. Effective as (a) Upon the terms and subject to the conditions of immediately prior to this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the holder thereof Parent, Merger Sub or the Acquired CompaniesCompany or the holders of any securities thereof, (i) each Company RSU Award that remains is outstanding immediately prior to the Effective Time shall become vested in accordance with its terms, provided that, to the extent that such Company RSU Award is vested or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall be converted into the right to receive, subject to Section 3.05performance requirements, an amount in cash (without interest and subject to applicable withholdings) (the “Vested RSU Consideration”), equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock underlying with respect to which such vested Company RSU Award shall become vested shall be determined by the Board of Directors of the Company (or, if applicable, a committee thereof) in good faith, after notice to Parent, in accordance with the terms of the Company Equity Plan and the applicable award agreements (each Company RSU Award that is outstanding immediately prior to the Effective Time and is vested prior to the date hereof or becomes so vested at or prior to the Effective Time, by (y) a “Vested Company RSU Award”), and without any further action on the Public part of any holder thereof, be cancelled and the holder thereof shall be entitled to receive, without interest, the Per Share Final Merger Consideration and (iia portion of which, the Per Share Closing Merger Consideration, shall be payable at or as soon as reasonably practicable following the Closing pursuant to Section 3.2(b)) (the “RSU Merger Consideration”) in respect of each share of Company Common Stock subject to such Vested Company RSU Award. Each Company RSU Award that remains is outstanding immediately prior to the Effective Time that is unvested (and to the extent does not become vested in accordance with its terms at the Effective Time) will automatically be cancelled Time shall terminate and converted into a restricted cash award (which, for become forfeited without the avoidance of doubt, is a contractual right and not an equity security), which shall have a cash value (each, a “Converted RSU Award”) equal to the product of (x) the aggregate number of shares of Company Common Stock underlying such unvested Company RSU Award immediately prior to the Effective Time multiplied by (y) the Public Merger Consideration. Each Converted RSU Award corresponding to a Company RSU Award outstanding as of the date hereof shall be subject to substantially the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time and shall be paid (without interest and subject to applicable withholdings) promptly upon vesting (the “Unvested RSU Consideration,” and together with the Vested RSU Consideration, the “RSU Consideration”)receive any consideration therefor.