Common use of Treatment of Restricted Stock Units Clause in Contracts

Treatment of Restricted Stock Units. At the Effective Time, thirty percent (30%) of each outstanding award of restricted stock units that is subject solely to time-based vesting (a “Company Restricted Stock Unit”) that was granted under the Company Stock Plans that is outstanding or payable as of immediately prior to the Effective Time, whether vested or unvested (other than the Company Restricted Stock Units listed on Section 4.6(b) of the Company Disclosure Letter, which, together with the Company Performance Stock Units listed on Section 4.6(b) of the Company Disclosure Letter, constitute all Company Restricted Stock Units and Company Performance Stock Units that do not, by their terms, vest upon a change of control (the “Continuing Awards”)), shall be deemed to be “Converted Units” and the remaining seventy percent (70%) of each award of Company Restricted Stock Units (excluding Continuing Awards) shall be deemed to be “Cash-Out Units”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) each Company Restricted Stock Unit that is a Cash-Out Unit shall terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) the number of Shares subject to such Cash-Out Unit, multiplied by (ii) Cash Award Consideration; and (ii) each Company Restricted Stock Unit that is a Converted Unit (other than Continuing Awards) shall be assumed and converted automatically into a fully vested restricted stock unit relating to shares of Series C Common Stock (an “Adjusted Unit Award”) entitling the holder to receive, on substantially the same terms and conditions (other than vesting) as were applicable under such Converted Unit immediately prior to the Effective Time (and after giving effective to any acceleration of vesting resulting from the consummation of the Merger), a number of shares of Series C Common Stock (rounded down to the nearest whole number of shares of Parent Series C Common Stock) equal to the product of (x) the total number of Shares subject to such Converted Unit immediately prior to the Effective Time multiplied by (y) the Stock Award Consideration, with any fractional shares being rounded down to the nearest whole share of Series C Common Stock. The “Stock Award Consideration” shall equal the Stock Election Consideration determined without giving effect to the proviso in Section 4.1(a)(i)(C).

Treatment of Restricted Stock Units. At Prior to the Effective Time, thirty percent (30%) of each outstanding award of restricted stock units that is subject solely to time-based vesting (a “Company Restricted Stock Unit”) that was granted under the Company Stock Plans that is outstanding or payable Board (or, if appropriate, a duly authorized committee thereof) shall adopt appropriate resolutions as of are necessary to provide that, immediately prior to the Effective Time, each outstanding restricted stock unit award with respect to shares of Company Common Stock granted under a Company Stock Plan (whether subject to time-based vesting criteria, performance-based vesting criteria or any combination thereof) (“Restricted Stock Units”) that was granted prior to the date hereof shall be fully vested or unvested (other than in the Company case of any Restricted Stock Units listed on Section 4.6(b) subject to performance-based vesting criteria, in accordance with the terms of the Company Disclosure Letterapplicable award agreements) and canceled and, whichin exchange therefor, together with the Company Performance each holder of any such canceled Restricted Stock Units listed on Section 4.6(b) shall be entitled to receive, in consideration of the Company Disclosure Letter, constitute all Company cancelation of such Restricted Stock Units and Company Performance Stock Units that do notin full settlement therefor, by their terms, vest upon a change payment in cash of control (the “Continuing Awards”)), shall be deemed to be “Converted Units” and the remaining seventy percent (70%) of each award of Company Restricted Stock Units (excluding Continuing Awards) shall be deemed to be “Cash-Out Units”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) each Company Restricted Stock Unit that is a Cash-Out Unit shall terminate and be cancelled as of immediately prior an amount equal to the Effective Time in exchange for the right to receive a lump sum cash payment equal to of (i) the number of Shares subject to such Cash-Out Unit, multiplied by (ii) Cash Award Consideration; and (ii) each Company Restricted Stock Unit that is a Converted Unit (other than Continuing Awards) shall be assumed and converted automatically into a fully vested restricted stock unit relating to shares of Series C Common Stock (an “Adjusted Unit Award”) entitling the holder to receive, on substantially the same terms and conditions (other than vesting) as were applicable under such Converted Unit immediately prior to the Effective Time (and after giving effective to any acceleration of vesting resulting from the consummation of the Merger), a number of shares of Series C Common Stock (rounded down to the nearest whole number of shares of Parent Series C Common Stock) equal to the product of (xA) the total number of Shares shares of Company Common Stock subject to such Converted Unit immediately prior canceled Restricted Stock Units and (B) the Merger Consideration Value, plus (ii) any accrued but unpaid dividends payable to the holder of such Restricted Stock Units, including all accrued but unpaid interest thereon (such amounts payable hereunder, the “RSU Payments”). From and after the Effective Time multiplied by (y) Time, each Restricted Stock Unit award shall entitle the Stock Award Consideration, with any fractional shares being rounded down holder thereof only to the nearest whole share of Series C Common Stockpayment provided for in this Section 2.03(b). The “Stock Award Consideration” shall equal the Stock Election Consideration determined without giving effect Notwithstanding anything herein to the proviso contrary, in Section 4.1(a)(i)(Cthe case of any Restricted Stock Unit granted on or after the date hereof, such Restricted Stock Unit shall be treated in accordance with Schedule 5.01(a)(v)(6).

Treatment of Restricted Stock Units. At Prior to the Effective Time, thirty percent (30%) of each outstanding award of restricted stock units that is subject solely to time-based vesting (a “Company Restricted Stock Unit”) that was granted under the Company Stock Plans that is outstanding or payable Board (or, if appropriate, a duly authorized committee thereof) shall adopt appropriate resolutions as of are necessary to provide that, immediately prior to the Effective Time, each outstanding restricted stock unit award with respect to shares of Company Common Stock granted under a Company Stock Plan (whether subject to time-based vesting criteria, performance-based vesting criteria or any combination thereof) (“Restricted Stock Units”) shall be fully vested or unvested (other than in the Company case of any Restricted Stock Units listed on Section 4.6(b) subject to performance-based vesting criteria, in accordance with the terms of the Company Disclosure Letterapplicable award agreements) and canceled and, whichin exchange therefor, together with the Company Performance each holder of any such canceled Restricted Stock Units listed on Section 4.6(b) shall be entitled to receive, in consideration of the Company Disclosure Letter, constitute all Company cancelation of such Restricted Stock Units and Company Performance Stock Units that do notin full settlement therefor, by their terms, vest upon a change payment in cash of control (the “Continuing Awards”)), shall be deemed to be “Converted Units” and the remaining seventy percent (70%) of each award of Company Restricted Stock Units (excluding Continuing Awards) shall be deemed to be “Cash-Out Units”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) each Company Restricted Stock Unit that is a Cash-Out Unit shall terminate and be cancelled as of immediately prior an amount equal to the Effective Time in exchange for the right to receive a lump sum cash payment equal to of (i) the number of Shares subject to such Cash-Out Unit, multiplied by (ii) Cash Award Consideration; and (ii) each Company Restricted Stock Unit that is a Converted Unit (other than Continuing Awards) shall be assumed and converted automatically into a fully vested restricted stock unit relating to shares of Series C Common Stock (an “Adjusted Unit Award”) entitling the holder to receive, on substantially the same terms and conditions (other than vesting) as were applicable under such Converted Unit immediately prior to the Effective Time (and after giving effective to any acceleration of vesting resulting from the consummation of the Merger), a number of shares of Series C Common Stock (rounded down to the nearest whole number of shares of Parent Series C Common Stock) equal to the product of (xA) the total number of Shares shares of Company Common Stock subject to such Converted Unit immediately prior canceled Restricted Stock Units and (B) the Merger Consideration, plus (ii) any accrued but unpaid dividends payable to the holder of such Restricted Stock Units, including all accrued but unpaid interest thereon (such amounts payable hereunder, the “RSU Payments”). From and after the Effective Time multiplied by (y) Time, each Restricted Stock Unit award shall entitle the Stock Award Consideration, with any fractional shares being rounded down holder thereof only to the nearest whole share of Series C Common Stock. The “Stock Award Consideration” shall equal the Stock Election Consideration determined without giving effect to the proviso payment provided for in this Section 4.1(a)(i)(C2.03(b).

Treatment of Restricted Stock Units. At the Effective Time, thirty percent (30%i) of each outstanding award of restricted stock units that is subject solely to time-based vesting (a “Each Company Restricted Stock Unit”) that was granted under the Company Stock Plans that Unit which is outstanding or payable as of and unvested immediately prior to the Effective Time shall become fully vested and all restrictions with respect thereto shall lapse immediately prior to the Effective Time; provided, whether vested or unvested (other than however, that the Company Restricted Stock Units listed on Section 4.6(b3.3(b)(i) of the Company Disclosure LetterLetter shall vest, whichand their restrictions shall lapse, together solely in accordance with their terms; and provided, further, however, that the Company Performance Restricted Stock Units listed set forth on Section 4.6(b3.3(b)(ii) of the Company Disclosure LetterLetter (the “Rollover RSUs”) shall not become fully vested and their restrictions shall not fully lapse, constitute and they shall be treated in accordance with Section 3.3(b)(ii) hereof. Each Company Restricted Stock Unit for which vesting accelerates and restrictions lapse at the Effective Time shall be canceled by virtue of the Merger and without any action on the part of any holder of any Company Restricted Stock Unit in consideration for the right at the Effective Time to receive, as promptly as practicable following the Effective Time (but in no event later than three (3) Business Days thereafter), a cash amount with respect thereto equal to the product of (A) the number of shares of Company Common Stock previously subject to such Company Restricted Stock Unit and (B) the product of (x) the Exchange Ratio and (y) the VWAP of Parent Common Stock, less any required withholding Taxes (which may be covered by withholding shares) (the “Restricted Stock Unit Payment”). As of the Effective Time, all Company Restricted Stock Units (other than Rollover RSUs) shall no longer be outstanding and Company Performance Stock Units that do notshall automatically terminate and cease to exist, by their terms, vest upon and each holder of a change of control (the “Continuing Awards”)), shall be deemed to be “Converted Units” and the remaining seventy percent (70%) of each award of Company Restricted Stock Units Unit (excluding Continuing Awardsother than a Rollover RSU) shall be deemed cease to be “Cash-Out Units”. At have any rights with respect thereto, except the right to receive the Restricted Stock Unit Payment. (ii) Each outstanding Rollover RSU, as of the Effective Time, automatically and shall be assumed by Parent, without any required action on the part of any holder or the holder thereof: (i) each Company Restricted Stock Unit that is a Cash-Out Unit shall terminate Company, and will otherwise continue to have, and be cancelled subject to, the same terms and conditions (including vesting terms and conditions) as were applicable immediately prior to the Effective Time as set forth in the applicable Company Plan (including any applicable award agreement, other agreement or the document evidencing such Rollover RSU) immediately prior to the Effective Time, except that, from and after the Effective Time, each Rollover RSU will relate to a number of whole shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (A) the number of shares of Company Common Stock subject to such Rollover RSU as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to and (iB) the number of Shares subject to such Cash-Out Unit, multiplied by (ii) Cash Award Consideration; and (ii) each Company Restricted Stock Unit that is a Converted Unit (other than Continuing Awards) shall be assumed and converted automatically into a fully vested restricted stock unit relating to shares of Series C Common Stock (an “Adjusted Unit Award”) entitling the holder to receive, on substantially the same terms and conditions (other than vesting) as were applicable under such Converted Unit immediately prior to the Effective Time (and after giving effective to any acceleration of vesting resulting from the consummation of the Merger), a number of shares of Series C Common Stock (rounded down to the nearest whole number of shares of Parent Series C Common Stock) equal to the product of (x) the total number of Shares subject to such Converted Unit immediately prior to the Effective Time multiplied by (y) the Stock Award Consideration, with any fractional shares being rounded down to the nearest whole share of Series C Common Stock. The “Stock Award Consideration” shall equal the Stock Election Consideration determined without giving effect to the proviso in Section 4.1(a)(i)(C)Exchange Ratio.

Treatment of Restricted Stock Units. At the Effective Time, thirty percent (30%) of each outstanding award of Each restricted stock units unit that is or was subject solely to timeonly timed-based vesting conditions (a “Company Restricted Stock Unit”) that was granted under the Company Stock Plans that and is outstanding or payable as of immediately prior to the Effective Time, whether vested or unvested (other than the Company Restricted Stock Units listed on Section 4.6(b) of the Company Disclosure Letter, which, together with the Company Performance Stock Units listed on Section 4.6(b) of the Company Disclosure Letter, constitute all Company Restricted Stock Units and Company Performance Stock Units that do not, by their terms, vest upon a change of control (the “Continuing Awards”))unvested, shall terminate and be deemed to be “Converted Units” and the remaining seventy percent (70%) of each award of Company Restricted Stock Units (excluding Continuing Awards) shall be deemed to be “Cash-Out Units”. At the Effective Time, automatically and without any required action on the part of the holder thereofcancelled in exchange for: (i) each Company with respect to Restricted Stock Unit Units that is a Cash-Out Unit shall terminate and be cancelled as of immediately become vested in accordance with their terms on or prior to the Effective Time in exchange for but have not yet been paid, the right to receive a lump sum cash payment in the amount equal to (iA) the number of Shares subject to underlying such Cash-Out Restricted Stock Unit, multiplied by (iiB) Cash Award Considerationthe Merger Consideration (each such payment, a “RSU Payment”); and (ii) each Company with respect to all other Restricted Stock Units, a new cash-based award representing the right to receive an unvested amount in cash equal to (A) the number of Shares underlying such Restricted Stock Unit, multiplied by (B) the Merger Consideration, vesting, subject to the continued employment of the former holder of such Restricted Stock Unit that is a Converted Unit with Parent and its Affiliates (other than Continuing Awardsincluding the Surviving Corporation), on the same vesting schedule (including with respect to any terms providing for acceleration of vesting) shall be assumed and converted automatically into a fully vested restricted stock unit relating to shares of Series C Common Stock (an “Adjusted Unit Award”) entitling the holder to receive, otherwise on substantially the same terms and conditions as the corresponding Restricted Stock Unit, except as otherwise provided for in this Section 3.5(b) (other than vesting) as were applicable under each such Converted award, a “Parent RSU Cash Award”). Following the Effective Time, no Restricted Stock Unit that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Restricted Stock Unit shall cease to have any rights with respect thereto, except the right to receive a RSU Payment or a Parent RSU Cash Award as set forth in this Section 3.5(b) in exchange for such Restricted Stock Unit in accordance with this Section 3.5(b). The vested cash amounts payable with respect to each portion of any RSU Payment or Parent RSU Cash Award shall be paid through the Surviving Corporation’s payroll to the former holder of the corresponding Restricted Stock Unit without interest and net of any Taxes withheld pursuant to Section 3.2(f), as soon as practicable following the applicable vesting date, but in any event not later than the first (and after giving effective 1st) regular payroll date of the Surviving Corporation following the applicable vesting date; provided that if such first (1st) payroll date occurs fewer than five (5) Business Days following the applicable vesting date for any portion of a RSU Payment or Parent RSU Cash Award, the vested cash amounts with respect to such portion shall be paid no later than the second (2nd) regular payroll date of the Surviving Corporation following the applicable vesting date. For purposes of the immediately preceding sentence, with respect to any acceleration of RSU Payments, the Closing Date shall be treated as the vesting resulting from the consummation of the Merger), a number of shares of Series C Common Stock (rounded down to the nearest whole number of shares of Parent Series C Common Stock) equal to the product of (x) the total number of Shares subject to such Converted Unit immediately prior to the Effective Time multiplied by (y) the Stock Award Consideration, with any fractional shares being rounded down to the nearest whole share of Series C Common Stock. The “Stock Award Consideration” shall equal the Stock Election Consideration determined without giving effect to the proviso in Section 4.1(a)(i)(C)date.

Treatment of Restricted Stock Units. (i) At the Effective Time, thirty percent (30%) of each outstanding award of restricted stock units that is subject solely to time-based vesting (a “Company Restricted Stock Unit”) that was granted under the Company Stock Plans Unit Award that is outstanding or payable as of immediately prior to under the Effective Time, whether vested or unvested (other than the Company Restricted Stock Units listed on Section 4.6(b) of the Company Disclosure Letter, which, together with the Company Performance Stock Units listed on Section 4.6(b) of the Company Disclosure Letter, constitute all Company Restricted Stock Units and Company Performance Stock Units that do not, by their terms, vest upon a change of control (the “Continuing Awards”)), Company’s Nonemployee Director Deferred Compensation Plan shall be deemed to be “Converted Units” and the remaining seventy percent (70%) of each award of Company Restricted Stock Units (excluding Continuing Awards) shall be deemed to be “Cash-Out Units”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) , become fully vested as of the Closing Date, and each such Company Restricted Stock Unit that is a Cash-Out Unit Award shall terminate be canceled and be cancelled as of immediately prior to the Effective Time in exchange for converted into the right to receive a lump sum cash payment number of shares of Parent Common Stock equal to (iA) the number of Shares subject to such Cash-Out UnitExchange Ratio, multiplied by (iiB) Cash Award Consideration; andthe total number of shares of Company Common Stock subject to such Company Restricted Stock Unit Award, together with accrued dividend equivalent payments, in each case issuable and payable at the time(s) as specified in the Company’s Nonemployee Director Deferred Compensation Plan and in accordance with such Director’s deferral elections as set forth in the applicable Deferred Compensation Agreement. (ii) At the Effective Time, each outstanding Company Restricted Stock Unit Award that is a Converted Unit (other than Continuing AwardsA) shall be assumed and converted automatically into a fully vested restricted stock unit relating was granted pursuant to shares of Series C Common Stock the Company’s 2013 Incentive Plan, or (an “Adjusted Unit Award”B) entitling the holder to receive, on substantially the same terms and conditions (other than vesting) as were applicable under such Converted Unit immediately was granted prior to the Effective Time (date of this Agreement and after giving effective to any acceleration of vesting resulting from the consummation is held by an employee of the Merger)Company or its Subsidiaries that is terminated upon or immediately after the Effective Time, and, in either case, that is subject only to time-based vesting conditions shall be deemed to be fully vested as of the Closing Date, and each such Company Restricted Stock Unit Award shall be canceled and converted into the right to receive a number of shares of Series C Parent Common Stock equal to (1) the Exchange Ratio, multiplied by (2) the total number of shares of Company Common Stock subject to each such Company Restricted Stock Unit Award, together with accrued dividend equivalent payments, in each case issuable and payable in accordance with the terms of the applicable award agreement. (iii) At the Effective Time, each outstanding Company Restricted Stock Unit Award that was granted pursuant to the Company’s 2022 Incentive Plan and that is not covered by Section 3.2(c)(ii), and that is subject only to time-based vesting conditions, shall be canceled and converted into an award of restricted stock units in respect of Parent Common Stock (rounded down to the nearest whole each, a “Parent RSU Award”) in respect of that number of shares of Parent Series C Common StockStock (rounded to the nearest whole share) equal to the product of (x1) the total number of Shares shares of Company Common Stock subject to such Converted Company Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (y2) the Stock Exchange Ratio. Such Parent RSU Award Consideration, with any fractional shares being rounded down to shall vest and be payable on the nearest whole share of Series C same terms and conditions (including “double-trigger” vesting provisions) as are set forth in the corresponding award agreement (except that such award will be payable in Parent Common Stock. The “Stock Award Consideration” shall equal the Stock Election Consideration determined without giving effect to the proviso in Section 4.1(a)(i)(C).

Treatment of Restricted Stock Units. At Prior to the Effective Time, thirty percent (30%) of each outstanding award of restricted stock units that is subject solely to time-based vesting (a “Company Restricted Stock Unit”) that was granted under the Company Stock Plans that is outstanding or payable Board (or, if appropriate, a duly authorized committee thereof) shall adopt appropriate resolutions as of are necessary to provide that, immediately prior to the Effective Time, each outstanding restricted stock unit award with respect to shares of Company Common Stock granted under a Company Stock Plan (whether subject to time-based vesting criteria, performance-based vesting criteria or any combination thereof) (“Restricted Stock Units”) shall be fully vested or unvested (other than in the Company case of any Restricted Stock Units listed on Section 4.6(b) subject to performance-based vesting criteria, in accordance with the terms of the Company Disclosure Letterapplicable award agreements) and canceled and, whichin exchange therefor, together with the Company Performance each holder of any such canceled Restricted Stock Units listed on Section 4.6(b) shall be entitled to receive, in consideration of the Company Disclosure Letter, constitute all Company cancelation of such Restricted Stock Units and Company Performance Stock Units that do notin full settlement therefor, by their terms, vest upon a change of control (the “Continuing Awards”)), shall be deemed to be “Converted Units” and the remaining seventy percent (70%) of each award of Company Restricted Stock Units (excluding Continuing Awards) shall be deemed to be “Cash-Out Units”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) each Company Restricted Stock Unit that is a Cash-Out Unit shall terminate and be cancelled as payment in cash of immediately prior an amount equal to the Effective Time in exchange for the right to receive a lump sum cash payment equal to of (iA) the number of Shares subject to such Cash-Out Unit, multiplied by (ii) Cash Award Consideration; and (ii) each Company Restricted Stock Unit that is a Converted Unit (other than Continuing Awards) shall be assumed and converted automatically into a fully vested restricted stock unit relating to shares of Series C Common Stock (an “Adjusted Unit Award”) entitling the holder to receive, on substantially the same terms and conditions (other than vesting) as were applicable under such Converted Unit immediately prior to the Effective Time (and after giving effective to any acceleration of vesting resulting from the consummation of the Merger), a number of shares of Series C Common Stock (rounded down to the nearest whole number of shares of Parent Series C Common Stock) equal to the product of (x) the total number of Shares shares of Company Common Stock subject to such Converted Unit immediately prior to the Effective Time multiplied by canceled Restricted Stock Units and (y) the Stock Award Merger Consideration, with plus (B) any fractional shares being rounded down accrued but unpaid dividends payable to the nearest whole holder of such Restricted Stock Units, including all accrued but unpaid interest thereon (such amounts payable hereunder, the “RSU Payments”) and (ii) one (1) CVR for each share of Series C Company Common StockStock subject to such canceled Restricted Stock Unit. The “From and after the Effective Time, each Restricted Stock Award Consideration” Unit award shall equal entitle the Stock Election Consideration determined without giving effect holder thereof only to the proviso payment provided for in this Section 4.1(a)(i)(C2.03(b).

Treatment of Restricted Stock Units. At the Effective Time, thirty percent (30%) of each outstanding award of restricted stock units that is subject solely to time-based vesting (a “Company Restricted Stock Unit”) that was granted under the Company Stock Plans that is outstanding or payable as of immediately prior to the Effective Time, whether vested or unvested (other than the Company Restricted Stock Units listed on Section 4.6(b) of the Company Disclosure Letter, which, together with the Company Performance Stock Units listed on Section 4.6(b) of the Company Disclosure Letter, constitute all Company Restricted Stock Units and Company Performance Stock Units that do not, by their terms, vest upon a change of control (the “Continuing Awards”)), shall be deemed to be “Converted Units” and the remaining seventy percent (70%) of each award of Company Restricted Stock Units (excluding Continuing Awards) shall be deemed to be “Cash-Out Units”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) each Company Restricted Stock Unit that is a Cash-Out Unit shall terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) the number of Shares subject to such Cash-Out Unit, multiplied by (ii) Cash Award Consideration; and (ii) each Company Restricted Stock Unit that is a Converted Unit (other than Continuing Awards) shall be assumed and converted automatically into a fully vested restricted stock unit relating to shares of Series C Common Stock (an “Adjusted Unit Award”) entitling the holder to receive, on substantially the same terms and conditions (other than vesting) as were applicable under such Converted Unit immediately prior to the Effective Time (and after giving effective to any acceleration of vesting resulting from the consummation of the Merger), a number of shares of Series C Common Stock (rounded down to the nearest whole number of shares of Parent Series C Common Stock) equal to the product of (x) the total number of Shares subject to such Converted Unit immediately prior to the Effective Time multiplied by (y) the Stock Award Consideration, with any fractional shares being rounded down to the nearest whole share of Series C Common Stock. The “Stock Award Consideration” shall equal the Stock Election Consideration determined without giving effect to the proviso in Section 4.1(a)(i)(C).nearest