Treatment of IPG RSUs and IPG PSUs Sample Clauses

Treatment of IPG RSUs and IPG PSUs. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each time-based restricted stock unit with respect to shares of IPG Common Stock granted by IPG (each, an “IPG RSU”) that is outstanding immediately prior to the Effective Time shall be assumed by Omnicom and shall be converted into a cash award equal to the fair market value of the corresponding number of shares of IPG Common Stock underlying such IPG RSU, based on the closing price of such shares on the last day on which shares of IPG Common Stock are traded on NYSE prior to the Closing. Each such IPG RSU as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to such IPG RSU immediately prior to the Effective Time (which, for the avoidance of doubt, includes any double-trigger vesting protections, forfeiture and exercisability terms and terms relating to dividend or dividend equivalent rights included in the applicable IPG Stock Plan or award agreement), except that such IPG RSU shall be settled in cash in lieu of shares of IPG Common Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each performance share award granted by IPG (each, an “IPG PSU”) that is outstanding immediately prior to the Effective Time shall be assumed by Omnicom and shall be converted into a cash award equal to the fair market value of the corresponding number of shares of IPG Common Stock underlying such IPG PSU (the number of shares of IPG Common Stock subject to an IPG PSU will be determined based on the target level of performance, or, if the performance period in respect of such IPG PSU ended on or prior to the Effective Time, the greater of actual and target level performance, as reasonably determined by the IPG Board or the appropriate committee thereof), based on the closing price of such shares on the last day on which shares of IPG Common Stock are traded on NYSE prior to the Closing. Each such IPG PSU as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to such IPG PSU immediately prior to the Effective Time (including any requirement for continued service with IPG or its affiliates, any double-trigger vesting protections, forfeiture terms and terms relating to dividend or dividend equivalent rights included in the applicable IPG Stock Plan or award agreement but excluding a...
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Related to Treatment of IPG RSUs and IPG PSUs

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Definitions As used in this Agreement:

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

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