Treatment of Equity-Based Awards Sample Clauses

Treatment of Equity-Based Awards. (a) The Company shall provide that, immediately prior to the Effective Time, each option to purchase Shares (an “Option”) granted under the Company Compensation and Benefit Plans set forth on Schedule 2.4(a) that is outstanding and unexercised as of the Effective Time (whether vested or unvested) shall be canceled, and the holder of such Options (to the extent listed on Schedule 2.4(a) and then outstanding and unexercised, whether vested or becoming vested prior to or upon the Effective Time) shall receive, at the Effective Time or as soon as practicable after (but in no event later than five (5) days after the Effective Time) from the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the product of (A) the number of Shares previously subject to such Option and (B) the excess, if any, of the Per Share Consideration over the exercise price per Share previously subject to such Option, less any required withholding taxes. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be (i) paid by the Surviving Corporation to the applicable tax authorities when due and (ii) treated for all purposes of this Agreement as having been paid to such Persons in respect of which such deduction and withholding was made. (b) The Company shall take any actions reasonably necessary to effectuate the cancellation of the Options to be effective as of the Effective Time (but without derogation of the rights of the holders of Options to receive the amounts specified in Section 2.4(a)); it being understood that the intention of the parties is that following the Effective Time no holder of an Option or any participant in any Company Compensation and Benefit Plan or other employee benefit arrangement of the Company shall have any right thereunder to acquire any capital stock (including any “phantom” stock or stock appreciation rights) or derivative securities of the Company, any Company Subsidiary or the Surviving Corporation. Prior to the Effective Time, the Company, to the extent required under the Company Compensation and Benefit Plans, shall deliver to the holders of the Options appropriate notices, in form and substance reasonably acceptable to Purchaser, setting forth such holders’ rights pursuant to this Agreement

Treatment of Equity-Based Awards. Except as otherwise agreed in writing by Xxxxxx and a holder of an Equity Based Award, the Equity Based Awards will be treated as follows: (a) Each restricted stock unit with respect to Company Common Stock granted under an Equity Plan or otherwise that is subject solely to time-based vesting conditions (each, a “Company RSU”) and outstanding immediately prior to the Effective Time (and to the extent not a Vested Company RSU or Director RSU) shall, as of the Effective Time, without any action on the part of any Person, vest and be canceled and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, without interest and subject to applicable withholding Taxes, equal to the product, rounded to the nearest cent, of (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (ii) the Merger Consideration (the “Company RSU Consideration”). (b) Each Company RSU outstanding immediately prior to the Effective Time that is (i) vested as of immediately prior to the Effective Time (but not yet settled) or that automatically vests as a result of the Transactions in accordance with its terms and without the exercise of any discretion (each, a “Vested Company RSU”) or (ii) held by a current or former non-employee director of the Company, whether vested or unvested as of immediately prior to the Effective Time (each, a “Director RSU”), shall, as of the Effective Time, without any action on the part of any Person, be canceled, and the holder thereof shall then become entitled to receive solely, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, without interest and subject to applicable withholding Taxes, equal to the product, rounded to the nearest cent, of (i) the number of shares of Company Common Stock subject to such Vested Company RSU or Director RSU, as applicable, immediately prior to the Effective Time and (ii) the Merger Consideration (the “Vested Company RSU Consideration” or “Director RSU Consideration”, respectively); provided that, with respect to any Vested Company RSU or Director RSU that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the Code, such payment shall be made at the earliest time permitted under t...

Treatment of Equity-Based Awards. You acknowledge and agree that your Company Options and Company RSU Awards (each, as defined in the Merger Agreement) will be treated as set forth in Section 3.7 of the Merger Agreement, and subject to all applicable tax withholdings. You hereby agree that any stock option, restricted stock award or other equity-based or equity-related award granted to you on or after the Closing shall be subject to the provisions in the applicable equity plan of Parent and the applicable award agreement entered into between you and Parent.

Treatment of Equity-Based Awards. (a) Adjustment of Partnership Equity Awards in Connection with the Spin-Off Transaction. Prior to the actions described in Section 2.1, the Partnership Equity Awards shall be adjusted in accordance with Section 5.2 of the Employee Matters Agreement.

Treatment of Equity-Based Awards. (a) At the Effective Time, each award of restricted common stock of the Company granted under the Company Stock Plan (each, a “Company Restricted Stock Award”) that is outstanding immediately prior to the Effective Time shall become fully vested and eligible to receive the Merger Consideration in accordance with Section 2.1, and treated as shares of Company Common Stock. (b) The Company shall take all actions necessary to ensure that, as of the Effective Time, (i) the Company Stock Plan shall terminate and (ii) no holder of a Company Restricted Stock Award or any participant in any Company Stock Plan or any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the Company shall have any rights to acquire, or other rights in respect of, the capital stock of the Company, the Surviving Corporation, the Surviving Company or any of their Subsidiaries, except the right to receive the Merger Consideration.

Treatment of Equity-Based Awards. (a) At the Effective Time, each restricted stock unit that vests based solely on the satisfaction of service conditions (each, a “Company RSU”) granted under any stock option or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans”) that is outstanding immediately prior to the Effective Time and as to which Shares will not have been fully distributed in connection with the Closing shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company RSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions (including the same vesting conditions) as were in effect immediately prior to the Effective Time, except that (i) such Company RSU shall be an award for common stock, no par value, of Parent (“Parent Stock”), and (ii) the number of shares of Parent Stock subject to each such assumed award shall be determined by multiplying the number of Shares underlying such Company RSU immediately prior to the Effective Time by a fraction (the “Equity Award Exchange Ratio”) (rounded to the nearest whole share), the numerator of which shall be the Merger Consideration and the denominator of which shall be the average of the volume weighted average price per share of Parent Stock on the Nasdaq Global Select Market (“NASDAQ”) over the five consecutive trading days ending on the second complete trading day preceding the Closing Date. (b) At the Effective Time, each restricted stock unit that was granted subject to vesting based on both the achievement of performance goals and the satisfaction of service conditions (each, a “Company PRSU”) granted under any Company Equity Plan that is outstanding immediately prior to the Effective Time shall be assumed by Parent on the terms and subject to the conditions set forth in this Agreement. Each such Company PRSU so assumed by Parent shall continue to have, and be subject to, the same terms and conditions as were in effect immediately prior to the Effective Time, except that (i) such Company PRSU shall be an award for Parent Stock, (ii) the number of shares of Parent Stock subject to each such assumed award shall be determined by multiplying the number of Earned Shares , by the Equity Award Exchange Ratio (rounded to the nearest whole share),where the term “Earned Shares” means the sum of number of Shares, if any, determined to be earned for any completed Performance Period (as defined in the applicable Co...

Treatment of Equity-Based Awards. (a) Notwithstanding the provisions of the 1997 Program, in the event that a Severance Event occurs during the Employment Term, or in the event of a Separation Event within two months following Abandonment of the Spin-Off, subject to Executive’s not being in willful and material breach of subsections (b)-(h) of Section 6.15 the Initial Options, Initial RSUs and First Annual Award (collectively, “Awards”) shall continue to vest during the Continuation Period and to the extent not vested on the last day of the Continuation Period, shall become immediately vested and nonforfeitable (and to the extent such Awards are options, exercisable) on that day. Subject to Executive’s compliance with Section 6.15, such options shall remain exercisable until the expiration of six months following the last day of the Continuation Period (the “Option Termination Date”). All other equity-based awards made to Executive during the Employment Term shall be governed by their terms upon such a termination. (b) Notwithstanding the provisions of the 1997 Program, in the event that a Separation Event occurs during the Employment Term other than as described in Section 3.02(a), subject to Executive’s not being in willful and material breach of subsections (b)-(h) of Section 6.15, unvested Awards held by Executive shall continue to vest during the Continuation Period and to the extent not vested on the last day of the Continuation Period, the Initial Options and Initial RSUs shall vest on that day and any unvested portion of the First Annual Award shall be forfeited. To the extent Awards becoming so vested are options, the vested Initial Options shall remain exercisable until the Option Termination Date and the vested option portion of the First Annual Award shall remain exercisable until three months following the last day of the Continuation Period. All other equity-based awards made to Executive during the Employment Term shall be governed by their terms upon such a termination. (c) Except as otherwise provided herein, in the event of the termination of Executive’s employment for Cause the treatment of Awards shall be governed by the standard terms set forth in the 1997 Program and in the event of Executive’s death or Disability during the Employment Term, the treatment of Awards shall be governed by Section 3.05 hereof. (d) In the event of Executive’s voluntary termination of employment other than upon a Constructive Discharge or for Good Reason or upon the lapse of this Agreement ...

Treatment of Equity-Based Awards. You acknowledge and agree that your Company Stock Awards will be treated as set forth in Section 3.8 of the Merger Agreement and Section 3(b)(v) of the Severance Agreement. You agree that any stock option, restricted stock unit, restricted stock award or other equity-based or equity-related award granted to you on or after the Closing shall be subject to the provisions in the applicable equity plan of Parent and the applicable award agreement entered into between you and Parent and shall not be subject to Section 3(b)(v) of the Severance Agreement or Section 3.2(vi) of the Severance Plan. Notwithstanding the foregoing, with respect to the Substitute RSU Award (as defined in the Company Disclosure Letter to the Merger Agreement), in the event you are an active full-time employee of the Company, Parent or any of their respective affiliates on the Vesting Date and are subsequently terminated without Cause (as defined in the Severance Agreement) prior to the final vesting date of the Substitute RSU Award, the remaining unvested portion of the Substitute RSU Award will vest and such award will be settled as soon as practicable following your termination of employment, subject to your execution of, and the effectiveness of, a release of claims in a form acceptable to Parent. In addition, with respect to the Special Retention Equity Award (as defined in the Company Disclosure Letter to the Merger Agreement), in the event you are an active full-time employee of the Company, Parent or any of their respective affiliates on the Vesting Date and are subsequently terminated without Cause (as defined in the Severance Agreement) prior to the vesting date of the Special Retention Equity Award, you will vest in a pro rata portion of the Special Retention Equity Award determined by multiplying the number of shares of Parent common stock underlying such award by a fraction, the numerator of which is the number of completed months of service following the Closing and the denominator of which is 36, with such portion settled as soon as practicable following your termination of employment, subject to your execution of, and the effectiveness of, a release of claims in a form acceptable to Parent.

Treatment of Equity-Based Awards. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby acknowledges and accepts the provisions of Section 3.5 of the MoU and undertakes to negotiate in good faith and enter into any agreement and take all other actions, to the extent permitted by applicable Laws, required to implement, with respect to the equity-based awards that were or will be granted to Shareholder, the mechanisms set out in Section 3.5 of the MoU, including the Option Liquidity Mechanism, the Unsellable Share Liquidity Mechanism, the RSA Cancellation Agreement, the Warrant Liquidity Mechanism and the Warrant Cancellation Agreement, in each case to the extent applicable to Shareholder.

Treatment of Equity-Based Awards. (a) Each of the parties hereto, including the Company, shall use reasonable best efforts to take any and all actions necessary (including, if necessary, to amend the applicable plan) to provide for treatment of all outstanding Stock Options, Restricted Stock and awards under the ESPP issued or granted pursuant to the Company’s Stock Option Plan, 2002 Stock Incentive Plan, Restricted Share Plan, ESPP or other Company Incentive Plan, as applicable, as a result of the Merger in a manner acceptable to the Special Committee. (b) Parent, the Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from any amounts ultimately payable to holders of Stock Options, Restricted Stock or awards under the ESPP, as applicable, as a result of the actions taken by the parties and the Special Committee pursuant to Section 3.03(a) such amounts as Parent, the Surviving Corporation or the Paying Agent are required to deduct and withhold with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity by Parent, the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement and otherwise as having been paid to the holder of the shares of Common Stock, the holder of the Stock Option(s) or the holder of Restricted Stock, as the case may be, in respect of which such deduction and withholding was made by Parent, the Surviving Corporation or the Paying Agent.