Common use of Treatment of Company RSUs Clause in Contracts

Treatment of Company RSUs. Prior to the Offer Acceptance Time, the Company Board (or, if appropriate, any committee thereof) will adopt resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Offer Acceptance Time, but conditioned upon the consummation of the Offer, each outstanding restricted stock unit awarded pursuant to any Company Stock Option Plan (the “Company RSUs”), will vest and become free of any restrictions and the Company will as promptly as practicable thereafter deliver with respect to such Company RSU (i) shares of Company Common Stock (such that such shares may be tendered in the Offer) and (ii) the amount of any declared but unpaid dividends to the holder thereof in settlement of each such Company RSU. At the Effective Time, each share of Company Common Stock issued in respect of the Company RSUs (that has not otherwise been tendered in the Offer or in any Subsequent Offering Period) will be converted into the right to receive the Merger Consideration in accordance with Section 3.1(a) (such amounts payable under this Section 3.4(b) being referred to as the “RSU Payments”). To the extent any such canceled Company RSU is subject to a deferred payment schedule pursuant to the applicable distribution provisions of Section 409A of the Code so that the RSU Payments cannot be paid to the holder within such period without the holder’s incurrence of a penalty Tax and interest penalties under Section 409A of the Code, then any RSU Payments otherwise payable to the holder of such canceled Company RSU will be distributed in accordance with Section 409A of the Code and the applicable Treasury Regulations thereunder.

Treatment of Company RSUs. Prior to the Offer Acceptance Time, the Company Board (or, if appropriate, any committee thereofi) will adopt resolutions and take all other actions necessary and appropriate to provide that, Effective as of immediately prior to the Offer Acceptance Time, but conditioned upon the consummation of the Offer, each outstanding restricted stock unit awarded pursuant to any Company Stock Option Plan (the “Company RSUs”), will vest and become free of any restrictions and the Company will as promptly as practicable thereafter deliver with respect to such Company RSU (i) shares of Company Common Stock (such that such shares may be tendered in the Offer) and (ii) the amount of any declared but unpaid dividends to the holder thereof in settlement of each such Company RSU. At the Effective Time, each share Company RSU held by a non-employee director of the Company Common Stock issued in respect and 50% of the Company RSUs held by the individual set forth on Section 3.03(a) of the Company Disclosure Letter (that has not otherwise been tendered all of the foregoing, the “Cash-Out RSUs”) that, in the Offer or each case, are then-outstanding and unvested shall vest in any Subsequent Offering Period) will full and automatically be canceled and converted into the right to receive an amount of cash from the Surviving Corporation equal to the product of (A) the total number of shares of Company Common Stock then underlying such Cash-Out RSU multiplied by (B) the Merger Consideration Consideration, without any interest thereon, and subject to all applicable Tax withholdings. The Surviving Corporation shall pay the amounts set forth in accordance with Section 3.1(a) (such amounts payable under this Section 3.4(b3.03(b)(i) being referred within five (5) Business Days following the Effective Time or such later time as is required to as comply with the “RSU Payments”). To the extent any such canceled Company RSU is subject to a deferred payment schedule pursuant to the applicable distribution provisions requirements of Section 409A of the Code so Code. (ii) Effective as of the Effective Time, each Company RSU other than a Cash-Out RSU (each, a “Roll-Over RSU”) that is then-outstanding and unvested shall be assumed by the RSU Payments cannot Parent and shall be paid converted into a restricted stock unit award that corresponds to Parent Common Stock (a “Parent RSU”) with respect to a number of shares of Parent Common Stock (rounded to the holder within such period without the holder’s incurrence nearest whole number of a penalty Tax and interest penalties under Section 409A of the Code, then any RSU Payments otherwise payable shares) equal to the holder product of (A) the number of shares of Company Common Stock underlying such canceled Company Roll-Over RSU will multiplied by (B) the Equity Award Exchange Ratio. Except as otherwise provided in this Section 3.03(b)(ii), each such Parent RSU shall continue to have, and shall be distributed in accordance with Section 409A of subject to, the Code same terms and conditions as applied to the corresponding Roll-Over RSU immediately prior to the Effective Time (including all applicable Treasury Regulations thereundervesting acceleration provisions).

Treatment of Company RSUs. Prior to At the Offer Acceptance Effective Time, the each Company Board (or, if appropriate, any committee thereof) will adopt resolutions and take all other actions necessary and appropriate to provide that, RSU that is outstanding immediately prior to the Offer Acceptance Effective Time, but conditioned upon shall, automatically and without any required action on the consummation part of the Offerholder thereof, each outstanding restricted stock unit awarded pursuant be assumed by Parent and converted into a right to any Company Stock Option Plan receive cash, as described in this Section 3.3(b) (the each, a “Company RSUsConverted RSU”). Each Converted RSU shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company RSU immediately before the Effective Time, will vest and become free except that each Converted RSU shall represent the right to receive an amount in cash, without interest, equal to (A) the product of (i) the total number of shares of Company Common Stock underlying such Company RSU, multiplied by (ii) the Merger Consideration plus any restrictions and the Company will as promptly as practicable thereafter deliver dividend equivalent amounts accrued with respect to such Company RSU (i) shares of the “Company Common Stock (such that such shares may RSU Consideration”), which amounts shall be tendered in payable at the Offer) same time as under the terms and (ii) the amount of any declared but unpaid dividends to the holder thereof in settlement of each such Company RSU. At the Effective Time, each share of Company Common Stock issued in respect conditions of the Company RSUs RSU, and subject to substantially the same vesting terms and conditions as applied to the Company RSU immediately before the Effective Time (adjusted for any right to accelerated vesting that has may apply after the Effective Time under any Company equity plan, equity award agreement or Company severance plan currently in effect). Notwithstanding the foregoing, each Company RSU held immediately prior to the Effective Time by an individual (whether an employee, non-employee director, or independent contractor) who is not otherwise been tendered expected to be a Continuing Employee (as such term is defined in Section 6.9(a)) shall, automatically and without any required action on the Offer or in any Subsequent Offering Periodpart of the holder thereof, vest (if unvested) will and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration in accordance with Section 3.1(a) (such amounts payable under this Section 3.4(b) being referred to as the “RSU Payments”). To the extent any such canceled Company RSU is subject to a deferred payment schedule pursuant to the applicable distribution provisions of Section 409A of the Code so that the RSU Payments cannot be paid to the holder within such period without the holder’s incurrence of a penalty Tax and interest penalties under Section 409A of the Code, then any RSU Payments otherwise payable to the holder of such canceled Company RSU will be distributed in accordance with Section 409A of the Code and the applicable Treasury Regulations thereunderConsideration.

Treatment of Company RSUs. Prior to the Offer Acceptance Time, the Company Board (or, if appropriate, any committee thereof) will adopt resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Offer Acceptance Time, but conditioned upon the consummation of the Offer, each outstanding restricted stock unit awarded pursuant to any Company Stock Option Plan (the “Company RSUs”), will vest and become free of any restrictions and the Company will as promptly as practicable thereafter deliver with respect to such Company RSU (i) shares of Company Common Stock (such that such shares may be tendered in the Offer) and (ii) the amount of any declared but unpaid dividends to the holder thereof in settlement of each such Company RSU. At the Effective Time, each share of outstanding Company Common Stock issued RSU that is vested or will become vested at the Effective Time automatically in respect accordance with its terms in effect as of the date hereof (such terms with respect to vesting being consistent with the forms filed with the Securities and Exchange Commission as of December 1, 2023), solely as a result of the consummation of the transactions contemplated by this Agreement (each, a "Vested Company RSUs (that has not otherwise been tendered in RSU"), shall, automatically and without any required action on the Offer part of Parent, Acquisition Sub, the Company or in any Subsequent Offering Period) will the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (a) the total number of shares of Company Common Stock underlying such Company RSU (including any shares of Company Common Stock in respect of dividend equivalent units credited thereon) multiplied by (b) the Merger Consideration in accordance with Consideration, subject to Section 3.1(a3.3(d). (ii) (such amounts payable under this Section 3.4(b) being referred to At the Effective Time, except as otherwise agreed by the “RSU Payments”). To the extent any such canceled holder and Parent, each outstanding Company RSU that is not a Vested Company RSU (a "Converted RSU Award") shall be assumed by Parent and will be subject to a deferred payment schedule pursuant the same terms and conditions applicable to such Company RSU immediately prior to the Effective Time (including any accelerated vesting upon qualifying terminations of employment as set forth in the Company Equity Plan or applicable distribution provisions award agreement), except that such Converted RSU Award shall be in respect of Section 409A a number of the Code so Parent Common Stock that the RSU Payments cannot be paid is equal to the holder within number of Company Common Stock underlying such period without the holder’s incurrence of a penalty Tax and interest penalties under Section 409A of the Code, then any Converted RSU Payments otherwise payable Award immediately prior to the holder Effective Time multiplied by the Exchange Ratio and rounded down to the next nearest share of such canceled Company RSU will be distributed in accordance with Section 409A of the Code and the applicable Treasury Regulations thereunderParent Common Stock.

Treatment of Company RSUs. Prior to the Offer Acceptance Time, the Company Board (or, if appropriate, any committee thereof) will adopt resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Offer Acceptance Time, but conditioned upon the consummation of the Offer, each outstanding restricted stock unit awarded pursuant to any Company Stock Option Plan (the “Company RSUs”), will vest and become free of any restrictions and the Company will as promptly as practicable thereafter deliver with respect to such Company RSU (i) shares of Company Common Stock (such that such shares may be tendered in the Offer) and (ii) the amount of any declared but unpaid dividends to the holder thereof in settlement of each such Company RSU. At the Effective Time, each share of outstanding Company Common Stock issued RSU that is vested or will become vested at the Effective Time automatically in respect accordance with its terms in effect as of the date hereof (such terms with respect to vesting being consistent with the forms filed with the Securities and Exchange Commission as of December 1, 2023), solely as a result of the consummation of the transactions contemplated by this Agreement (each, a “Vested Company RSUs (that has not otherwise been tendered in RSU”), shall, automatically and without any required action on the Offer part of Parent, Acquisition Sub, the Company or in any Subsequent Offering Period) will the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (a) the total number of shares of Company Common Stock underlying such Company RSU (including any shares of Company Common Stock in respect of dividend equivalent units credited thereon) multiplied by (b) the Merger Consideration in accordance with Consideration, subject to Section 3.1(a3.3(d). (ii) (such amounts payable under this Section 3.4(b) being referred to At the Effective Time, except as otherwise agreed by the “RSU Payments”). To the extent any such canceled holder and Parent, each outstanding Company RSU that is not a Vested Company RSU (a “Converted RSU Award”) shall be assumed by Parent and will be subject to a deferred payment schedule pursuant the same terms and conditions applicable to such Company RSU immediately prior to the Effective Time (including any accelerated vesting upon qualifying terminations of employment as set forth in the Company Equity Plan or applicable distribution provisions award agreement), except that such Converted RSU Award shall be in respect of Section 409A a number of the Code so Parent Common Stock that the RSU Payments cannot be paid is equal to the holder within number of Company Common Stock underlying such period without the holder’s incurrence of a penalty Tax and interest penalties under Section 409A of the Code, then any Converted RSU Payments otherwise payable Award immediately prior to the holder Effective Time multiplied by the Exchange Ratio and rounded down to the next nearest share of such canceled Company RSU will be distributed in accordance with Section 409A of the Code and the applicable Treasury Regulations thereunderParent Common Stock.