Treatment of RSUs. Prior to the Effective Time, the Company Board (or, if applicable, a committee of Company Board) shall take such actions as are necessary to cause each outstanding RSU to become fully vested immediately prior to the Effective Time. At the Effective Time: (a) each RSU Holder’s RSUs shall be cancelled and extinguished in exchange for the right to receive an amount, in cash, without interest, equal to (i) the Common Merger Consideration, multiplied by (ii) the number of RSUs held by such RSU Holder (the “RSU Merger Consideration”), subject to such RSU Holder’s fulfillment of the requirements set forth in this Section 3.3 and less withholdings for any applicable Taxes; and (b) each RSU Holder shall cease to have any rights with respect thereto, except the right to receive the RSU Merger Consideration. In order to receive the RSU Merger Consideration in accordance with this Section 3.3, an RSU Holder must provide the Company with an executed written consent to the treatment of such RSU Holder’s RSUs in accordance with this Section 3.3 prior to the Effective Time. Promptly after the date hereof, the Company will provide each RSU Holder with the form of written consent for execution by such RSU Holder prior to the Effective Time.
Treatment of RSUs. Each Company RSU Award that is outstanding or payable as of the Effective Time (whether vested or unvested) shall be converted into the right of the holder to receive from the Surviving Corporation an amount in cash equal to the product of (i) the total number of shares of Company Common Stock underlying such Company RSU Award, and (ii) the Offer Price, less any required withholding Taxes (the “RSU Cash Payment”). As of the Effective Time, each holder of a Company RSU Award shall cease to have any rights with respect thereto, except the right to receive the RSU Cash Payment. The RSU Cash Payment shall be made at the time required under the applicable Company Stock Plan and related award or other applicable document, but in any event promptly (and no later than five Business Days) following the Effective Time; provided, however, that to the extent any such payment would cause an impermissible acceleration event under Section 409A of the Code, such amounts shall become vested at the Effective Time and will be paid at the earliest time such payment would not cause an impermissible acceleration event under Section 409A of the Code.
Treatment of RSUs. At the Effective Time, each RSU outstanding immediately prior to the Effective Time shall, whether vested or unvested, automatically and without any required action on the part of the holder thereof, be cancelled and shall only entitle the holder of such RSU to receive (without interest) an amount in cash equal to the product of (x) the total number of shares of Company Common Stock subject to the RSU multiplied by (y) the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment pursuant to Section 2.3(e). The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay to the holders of RSUs the cash payments described in this Section 2.2(c) in accordance with the time and form of payment provisions applicable to each RSU.
Treatment of RSUs. At the Effective Time, each RSU Award outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, become fully vested and shall be cancelled and thereafter entitle the holder of such RSU Award to receive an amount in cash equal to the product of (x) the number of shares of Common Stock subject to such RSU Award multiplied by (y) the Per Share Merger Consideration.
Treatment of RSUs. Each RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, 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, without interest, equal to the Merger Consideration, net of any Taxes withheld pursuant to Section 2.8. Following the Effective Time, no RSU that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such RSU shall cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section 2.6(b) in exchange for such RSU in accordance with this Section 2.6(b). The consideration payable under this Section 2.6(b) to each former holder of a RSU that was outstanding immediately prior to the Effective Time shall be paid by the Surviving Corporation (failing which, Parent) (through its payroll, if applicable) to such former holder as soon as practicable following the Effective Time (but in any event not later than three Business Days thereafter), net of any Taxes withheld pursuant to Section 2.8.
Treatment of RSUs. Unless otherwise mutually agreed by the Parties or by Parent and the applicable Awardholders, as of the Effective Time, each RSUholder shall be entitled to receive an amount, if any, for each share of Common Stock in respect of which such RSUholder received an RSU, whether or not then vested in accordance with the terms of the restricted stock unit agreement to which such RSUholder’s RSUs are subject, equal to (x) the Per Share Merger Consideration, minus (y) any applicable Required Withholding Amounts with respect to the amount described in clause (x) (such Required Withholding Amounts to be determined by the Company in good faith and set forth on the Closing Disbursement Schedule and to be contributed by Parent directly to the Company and promptly remitted by the Surviving Corporation to the applicable Taxing Authorities). The aggregate amount payable to all RSUholders pursuant to this Section 2.4(g) is referred to in this Agreement as the “RSUs Payment Amount.”
Treatment of RSUs. (i) Each restricted stock unit award granted pursuant to any of the Company Equity Plan or otherwise (each, an “RSU” and together, the “RSUs”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, shall be assumed by Parent, and upon vesting and settlement of such RSU in accordance with its terms, each RSU shall be entitled to receive an amount in Parent Common Stock equal to the product of (i) the total number of shares of Company Common Stock issuable in settlement of such RSU immediately prior to the Effective Time, multiplied by (ii) the RSU Exchange Ratio, rounded down to the nearest whole number of Parent Common Stock (the “RSU Consideration”).
Treatment of RSUs. Prior to the Effective Time, the Company shall take all actions necessary, if any, to provide that, at or immediately prior to the Effective Time, each restricted share unit granted or issued pursuant to any Plan that is outstanding immediately prior to the Effective Time and that became vested prior to, or the vesting of which will accelerate at, the Effective Time, in either case as required by the terms of the applicable award agreement as in effect on the date hereof (collectively, the “RSUs”) shall be converted automatically into the right to receive from the Company at or promptly after the Effective Time solely an amount in cash equal to the amount payable for such RSUs as set forth on the Consideration Spreadsheet; provided that for any such RSU that constitutes deferred compensation within the meaning of Section 409A of the Code, such amount shall be paid subject to the terms of the applicable Plan. Any additional amounts of Merger Consideration payable in respect of such RSUs will be paid when, as and if paid to holders of Company Stock pursuant to the terms hereof. All consideration to be received by the holders of RSUs pursuant to this Section 1.07 shall be paid by Buyer to the Surviving Corporation and shall be paid by the Surviving Corporation, net of any applicable Taxes withheld pursuant to Section 1.15, to the holders of RSUs as compensation.
Treatment of RSUs. With respect to RSUs outstanding as of immediately prior to the Effective Time, such RSUs shall be terminated at the Effective Time without settlement in Series C Preferred Stock, and if any such holder has executed and delivered to Parent the applicable Equity Award Termination Agreement at or prior to the Closing (each, a “Converted RSU Holder”), each RSU held by such Converted RSU Holder as of immediately prior to the Effective Time shall be substituted at the Effective Time (a “Converted RSU”) for the right to receive a portion of the Merger Consideration (if any), with respect to each share of Series C Preferred Stock underlying such RSU, equal to the Merger Consideration for which a share of Series C Preferred Stock that is not a Disregarded Share would be entitled pursuant to Section 1.5(b).
Treatment of RSUs. At the Effective Time, each share of restricted stock of the Company (“RSU”) shall, without any action on the part of the holder thereof, be converted into and thereafter evidence the right to receive, without interest, the Per Share Merger Consideration. The right to receive any Share under such RSU, when converted in accordance with this Section 3.3(b), shall no longer be outstanding, shall automatically be canceled and shall cease to exist.
