Treatment of Restricted Stock Awards. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, (i) each outstanding award of Shares that is subject to vesting or a risk for forfeiture (each, a “Restricted Stock Award”) granted pursuant to a Company Stock Plan shall be fully vested; provided, however, that each Restricted Stock Award (or portion thereof) that is subject to performance-based vesting conditions shall be deemed to be vested at the target level and (ii) each Share subject to a Restricted Stock Award shall be treated as set forth in Section 2.01(a), above and entitled to receive the Merger Consideration as described in such section (such amounts payable hereunder, the “Restricted Stock Payments”) (less any required Tax withholdings as provided in Section 2.05).
Treatment of Restricted Stock Awards. Immediately prior to the Effective Time, any vesting restrictions on each share of restricted stock outstanding immediately prior thereto (“HVBC Restricted Stock”) pursuant to the HVBC Equity Plans shall automatically lapse, and each share of HVBC Restricted Stock shall be treated as an issued and outstanding share of HVBC Stock for the purposes of this Agreement.
Treatment of Restricted Stock Awards. Immediately prior to the Effective Time, any vesting or other forfeiture restrictions on each share of Exxxx Stock subject to a substantial risk of forfeiture (“Exxxx Restricted Stock”) outstanding as of immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, accelerate in full and fully vest and shall be converted into, and become exchanged for the Merger Consideration within five (5) business days after the Effective Time, less applicable Taxes required to be withheld, if any, with respect to such vesting, and shall be treated as an issued and outstanding share of Exxxx Stock for the purposes of this Agreement. For the avoidance of doubt, NBT shall not assume any Exxxx Restricted Stock.
Treatment of Restricted Stock Awards. Immediately prior to the Effective Time, any vesting or other forfeiture restrictions on each share of Salisbury Stock subject to a substantial risk of forfeiture (“Salisbury Restricted Stock”) outstanding as of immediately prior to the Effective Time shall automatically lapse, and the net number of whole shares of Salisbury Stock (rounded down to the nearest whole share) determined following the withholding of a number of shares of Salisbury Stock necessary to satisfy applicable tax and other withholdings in connection with such vesting shall be treated as an issued and outstanding share of Salisbury Stock for the purposes of this Agreement. For the avoidance of doubt, NBT shall not assume any Salisbury Restricted Stock.
Treatment of Restricted Stock Awards. (a) Immediately prior to the Effective Time, each outstanding award of restricted Company Common Stock (the “Restricted Stock”) granted pursuant to the Company’s 2016 Long Term Incentive Plan, as amended from time to time (the “Company Stock Plan”), shall immediately vest in full and any forfeiture restrictions applicable to such Restricted Stock shall immediately lapse and, by virtue of the Merger and without any action on the part of the holder thereof, each share of Restricted Stock shall be treated as a share of Company Common Stock for all purposes of this Agreement, including the right to receive the Merger Consideration in accordance with the terms of this Agreement, less applicable Taxes required to be withheld with respect to such vesting.
(b) Prior to the Effective Time, the Company Board and/or the Compensation Committee of the Company Board shall take such action and adopt such resolutions as are required to effectuate the treatment of Restricted Stock pursuant to the terms of this Section 3.2, and to take all actions reasonably required to effectuate any provision of this Section 3.2, including to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver any Company Capital Stock to any Person pursuant to or in settlement of any equity awards of the Company.
Treatment of Restricted Stock Awards. Each award of one or more restricted Shares granted under the Company Incentive Plan (each, a “Company Restricted Stock Award”) that is outstanding immediately prior to the Effective Time shall immediately vest and without any action on the part of Parent, the Company or the holder thereof, be canceled, with the holder of such Company Restricted Stock Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, the Merger Consideration in respect of each Share subject to such Company Restricted Stock Award immediately prior to the Effective Time.
Treatment of Restricted Stock Awards. (a) At the Effective Time, each share of restricted stock awarded to any employee or service provider of the Company and its Subsidiaries under the Company’s Restricted Stock Plan that is unvested and subject to restrictions (“Unvested Company Restricted Stock”) shall fully vest and shall be canceled and converted automatically into the right to receive the Merger Consideration payable pursuant to Section 2.5 on the shares of Company Common Stock underlying the Unvested Company Restricted Stock, treating the shares of Company Common Stock subject to such Unvested Company Restricted Stock in the same manner as all other shares of Company Common Stock for such purposes.
(b) At the Effective Time, each share of restricted stock awarded to any employee of the Company and its Subsidiaries under the Company’s Long-Term Incentive Program that is unvested and subject to restrictions (“Unvested Company LTIP Restricted Stock”) shall vest at target-level performance goals and shall be canceled and converted automatically into the right to receive the Merger Consideration payable pursuant to Section 2.5 on the shares of Company Common Stock underlying the Unvested Company LTIP Restricted Stock, treating the shares of Company Common Stock subject to such Unvested Company LTIP Restricted Stock in the same manner as all other shares of Company Common Stock for such purposes.
Treatment of Restricted Stock Awards. At the Effective Time, each share of restricted stock awarded to any employee or service provider of the Company or any of its Subsidiaries under the Company Restricted Stock Plan that is unvested and subject to restrictions (“Unvested Company Restricted Stock”) shall fully vest only in accordance with the terms of the Company Restricted Stock Plan and the applicable award agreement, and be canceled and converted automatically into the right to receive the Merger Consideration payable pursuant to Section 2.5 on the shares of Company Common Stock underlying the Unvested Company Restricted Stock, treating the shares of Unvested Company Restricted Stock in the same manner as all other shares of Company Common Stock for such purposes.
Treatment of Restricted Stock Awards. At the Effective Time, any vesting restrictions on each share of restricted stock outstanding immediately prior thereto (“Wellesley Restricted Stock”) pursuant to the Wellesley Equity Plans shall automatically lapse, and each share of Wellesley Restricted Stock shall be treated as an issued and outstanding share of Wellesley Stock for the purposes of this Agreement.
Treatment of Restricted Stock Awards. By virtue of the Merger, each outstanding restricted stock award (the “DRC Restricted Shares”) shall automatically become fully vested and free of any forfeiture restrictions at the Effective Time, and DRC will take all necessary or appropriate action, including obtaining any required consents or amendments to its equity incentive plans or award agreements, to permit holders of outstanding DRC Restricted Shares to be treated in the Merger on the same terms and conditions as all other holders of unrestricted Shares.
