Treatment of the Company Equity Awards. (i) Each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted share unit award on the terms and conditions (including any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unit, determined by multiplying the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time by the Exchange Ratio. (ii) Each Company PSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted share unit award on the terms and conditions (including any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unit, determined by multiplying the number (A) of shares of Company Common Stock subject to such Company PSU Award immediately prior to the Effective Time by (B) the Exchange Ratio, provided that, except as set forth on Section 3.1(d)(ii) of the Company Disclosure Letter, each unvested Company PSU Award outstanding immediately prior to the Effective Time shall be converted into Parent restricted share units vesting on the February 1 following the expiration of the applicable performance period under the Company PSU Award, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unit, determined based on the percentages set forth on Section 3.1(d)(ii) of the Company Disclosure Letter, under the terms of the Company PSU Award and multiplied by the Exchange Ratio. (iii) Each Company DSU Award that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent deferred share unit award on the terms and conditions under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent deferred share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unit, determined by multiplying the number of shares of Company Common Stock subject to such Company DSU Award immediately prior to the Effective Time by the Exchange Ratio. (iv) Effective as of the Effective Time, Parent shall assume (A) the Company RSU Awards, Company PSU Awards and Company DSU Awards that are outstanding immediately prior to the Effective Time (collectively, the “Company Equity Awards”) in accordance with the terms of this Section 3.1(d) and (B) sponsorship of each Company Equity Plan, provided that references to the Company therein shall thereupon be deemed references to Parent and references to Company Common Stock therein shall be deemed references to Parent Common Shares with appropriate equitable adjustments to reflect the Transactions. (v) Prior to the Effective Time, the Board of Directors of the Company or the appropriate committee thereof shall adopt resolutions providing for the treatment of the Company Equity Awards and the Company Equity Plans as contemplated by this Section 3.1(d). (vi) As soon as reasonably practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) registering a number of Parent Common Shares necessary to fulfill Parent’s obligations under this Section 3.1(d). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Common Shares for delivery with respect to the Company Equity Awards assumed by it in accordance with this Section 3.1(d).
Appears in 1 contract
Samples: Merger Agreement (IHS Inc.)
Treatment of the Company Equity Awards. (i) Each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted share unit award (“Converted RSU Award”) on the terms and conditions (including any continuing vesting requirements; provided that any continuing vesting requirements shall lapse as of the Effective Time with respect to Company RSU Awards held by non-employee directors of the Company) under the applicable plan and plan, award agreement and applicable deferral election in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unitParent Common Share, determined by multiplying the number of shares of Company Common Stock Shares subject to such Company RSU Award immediately prior to the Effective Time by the Exchange Ratio; provided that each such Company RSU Award that constitutes “deferred compensation” for purposes of Section 409A of the Code shall be settled in accordance with the deferral election applicable to such Company RSU Award as of immediately prior to the Effective Time, and in a manner that would not result in the application of additional Taxes or penalties under Section 409A of the Code. Upon a Qualifying Termination, the holder of a Converted RSU Award covered by this Section 3.1(d)(i) will be entitled to full vesting of such Converted RSU Award.
(ii) Each Company PSU Award, whether vested or unvestedother than any Final Cycle Company PSU Award, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted share unit award Converted RSU Award on the terms and conditions (including any continuing service vesting requirementsrequirements but excluding all performance vesting conditions which shall lapse)) under the applicable plan and award agreement in effect immediately prior to the Effective Time, as modified by this Agreement, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unitParent Common Share, determined by multiplying the number (A) of shares the number of Company Common Stock Shares subject to such Company PSU Award immediately prior to the Effective Time (assuming target performance) by (B) the Exchange RatioRatio (such product, provided thatwith respect to each such Company PSU Award, except as set forth on the (“RSU Target Number”)). The actual number of Parent Common Shares with respect to which each such Converted RSU Award covered by this Section 3.1(d)(ii) of shall vest shall equal the Company Disclosure Letter, each unvested product determined by multiplying (A) the RSU Target Number by (B) the Vesting Percentage.
(iii) Each Final Cycle Company PSU Award that is outstanding immediately prior to the Effective Time shall shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted performance share units vesting on the February 1 following the expiration of the applicable performance period under the Company unit award (“Converted PSU Award”), with respect to a target number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unitParent Common Share, determined by multiplying (A) the number of Company Common Shares subject to such Company PSU Award immediately prior to the Effective Time (assuming target performance) by (B) the Exchange Ratio (such product, the “PSU Target Number”). The Converted PSU Award shall be subject to the same performance vesting opportunities and performance goals applicable to performance share unit awards granted by Parent in the calendar year in which the Closing occurs. The actual number of Parent Common Shares with respect to which each such Converted PSU Award shall vest shall be determined based on actual performance, subject to the percentages set forth on Section 3.1(d)(ii) applicable holder remaining employed with Parent and its Subsidiaries through February1, 2024, if the Effective Time occurs in 2021 or February 1, 2025, if the Effective Time occurs in 2022; provided, however, that if the holder of the Company Disclosure Letterapplicable Converted PSU Award experiences a Qualifying Termination prior to February 1, under 2024, if the terms Effective Time occurs in 2021 or February1, 2025, if the Effective Time occurs in 2022, the holder of such Converted PSU Award will be entitled to full service-vesting of such Converted PSU Award (including, for the avoidance of doubt, with respect to any such award that, prior to conversion, was a “partner unit plan” Company PSU Award), and the number of shares with respect to which such Converted PSU Award and multiplied by shall vest shall equal the Exchange RatioPSU Target Number.
(iiiiv) Each Company DSU Award that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent deferred share unit award on the terms and conditions under the applicable plan and plan, award agreement and applicable deferral election in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent Common Shares covered by such Parent deferred share units with respect to such Parent Common Shares held by each holder unit award, rounded up to the nearest whole unitshare, determined by multiplying the number of shares of Company Common Stock Shares subject to such Company DSU Award immediately prior to the Effective Time by the Exchange Ratio; provided that each such Company DSU Award that constitutes “deferred compensation” for purposes of Section 409A of the Code shall be settled in accordance with the deferral election applicable to such Company DSU Award as of immediately prior to the Effective Time, and in a manner that would not result in the application of additional Taxes or penalties under Section 409A of the Code.
(ivv) Each Company Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into an option to purchase (A) the number of Parent Common Shares equal to the product determined by multiplying (1) the number of Company Common Shares subject to the Company Option immediately prior to the Effective Time, by (2) the Exchange Ratio, with any fractional shares rounded down to the nearest whole Parent Common Share, at (B) an exercise price per Parent Common Share equal to (1) the per share exercise price for Company Common Shares subject to the corresponding Company Option immediately prior to the Effective Time divided by (2) the Exchange Ratio, rounded up to the nearest whole cent. Each such option shall otherwise be subject to the same terms and conditions applicable to the corresponding Company Option under the applicable Company Equity Plan and the agreements evidencing grants thereunder, including vesting terms.
(vi) Effective as of the Effective Time, Parent shall assume (A) the Company RSU Awards, Company Options, Company PSU Awards and Company DSU Awards that are outstanding immediately prior to the Effective Time (collectively, the “Company Equity Awards”) in accordance with the terms of this Section 3.1(d) and (B) sponsorship of each Company Equity Plan, provided that references to the Company therein shall thereupon be deemed references to Parent and references to Company Common Stock Shares therein shall be deemed references to Parent Common Shares with appropriate equitable adjustments to reflect the Transactions.
(vvii) Prior to the Effective Time, the Board of Directors of the Company or the appropriate committee thereof shall adopt resolutions providing for the treatment of the Company Equity Awards and the Company Equity Plans as contemplated by this Section 3.1(d).
(viviii) As soon as reasonably practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) registering a number of Parent Common Shares necessary to fulfill Parent’s obligations under this Section 3.1(d). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Common Shares for delivery with respect to the Company Equity Awards assumed by it in accordance with this Section 3.1(d).
(ix) For purposes of this Section 3.1(d):
Appears in 1 contract
Samples: Merger Agreement (S&P Global Inc.)
Treatment of the Company Equity Awards. (i) Each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted share unit award on the terms and conditions (including any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unit, determined by multiplying the number of shares of Company Common Stock subject to such Company RSU Award immediately prior to the Effective Time by the Exchange Ratio.
(ii) Each Company PSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted share unit award on the terms and conditions (including any continuing vesting requirements) under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unit, determined by multiplying the number (A) of shares of Company Common Stock subject to such Company PSU Award immediately prior to the Effective Time by (B) the Exchange Ratio, provided that, except as set forth on Section 3.1(d)(ii) of the Company Disclosure Letter, each unvested Company PSU Award outstanding immediately prior to the Effective Time shall be converted into Parent restricted share units vesting on the February 1 following the expiration of the applicable performance period under the Company PSU Award, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unit, determined based on the percentages set forth on Section 3.1(d)(ii) of the Company Disclosure Letter, under the terms of the Company PSU Award and multiplied by the Exchange Ratio.
(iii) Each Company DSU Award that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent deferred share unit award on the terms and conditions under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent deferred share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unit, determined by multiplying the number of shares of Company Common Stock subject to such Company DSU Award immediately prior to the Effective Time by the Exchange Ratio.
(iv) Effective as of the Effective Time, Parent shall assume (A) the Company RSU Awards, Company PSU Awards and Company DSU Awards that are outstanding immediately prior to the Effective Time (collectively, the “Company Equity Awards”) in accordance with the terms of this Section Section 3.1(d) and (B) sponsorship of each Company Equity Plan, provided that references to the Company therein shall thereupon be deemed references to Parent and references to Company Common Stock therein shall be deemed references to Parent Common Shares with appropriate equitable adjustments to reflect the Transactions.
(v) Prior to the Effective Time, the Board of Directors of the Company or the appropriate committee thereof shall adopt resolutions providing for the treatment of the Company Equity Awards and the Company Equity Plans as contemplated by this Section Section 3.1(d).
(vi) As soon as reasonably practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) registering a number of Parent Common Shares necessary to fulfill Parent’s obligations under this Section Section 3.1(d). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Common Shares for delivery with respect to the Company Equity Awards assumed by it in accordance with this Section Section 3.1(d).
Appears in 1 contract
Samples: Merger Agreement (Markit Ltd.)
Treatment of the Company Equity Awards. (i) Each Company RSU Award, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted share unit award (“Converted RSU Award”) on the terms and conditions (including any continuing vesting requirements; provided that any continuing vesting requirements shall lapse as of the Effective Time with respect to Company RSU Awards held by non-employee directors of the Company) under the applicable plan and plan, award agreement and applicable deferral election in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unitParent Common Share, determined by multiplying the number of shares of Company Common Stock Shares subject to such Company RSU Award immediately prior to the Effective Time by the Exchange Ratio; provided that each such Company RSU Award that constitutes “deferred compensation” for purposes of Section 409A of the Code shall be settled in accordance with the deferral election applicable to such Company RSU Award as of immediately prior to the Effective Time, and in a manner that would not result in the application of additional Taxes or penalties under Section 409A of the Code. Upon a Qualifying Termination, the holder of a Converted RSU Award covered by this Section 3.1(d)(i) will be entitled to full vesting of such Converted RSU Award.
(ii) Each Company PSU Award, whether vested or unvestedother than any Final Cycle Company PSU Award, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted share unit award Converted RSU Award on the terms and conditions (including any continuing service vesting requirementsrequirements but excluding all performance vesting conditions which shall lapse)) under the applicable plan and award agreement in effect immediately prior to the Effective Time, as modified by this Agreement, with respect to a number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unitParent Common Share, determined by multiplying the number (A) of shares the number of Company Common Stock Shares subject to such Company PSU Award immediately prior to the Effective Time (assuming target performance) by (B) the Exchange RatioRatio (such product, provided thatwith respect to each such Company PSU Award, except as set forth on the (“RSU Target Number”)). The actual number of Parent Common Shares with respect to which each such Converted RSU Award covered by this Section 3.1(d)(ii) of shall vest shall equal the Company Disclosure Letter, each unvested product determined by multiplying (A) the RSU Target Number by (B) the Vesting Percentage.
(iii) Each Final Cycle Company PSU Award that is outstanding immediately prior to the Effective Time shall shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent restricted performance share units vesting on the February 1 following the expiration of the applicable performance period under the Company unit award (“Converted PSU Award”), with respect to a target number of Parent Common Shares, with the aggregate number of Parent restricted share units with respect to such Parent Common Shares held by each holder rounded up to the nearest whole unitParent Common Share, determined by multiplying (A) the number of Company Common Shares subject to such Company PSU Award immediately prior to the Effective Time (assuming target performance) by (B) the Exchange Ratio (such product, the "PSU Target Number"). The Converted PSU Award shall be subject to the same performance vesting opportunities and performance goals applicable to performance share unit awards granted by Parent in the calendar year in which the Closing occurs. The actual number of Parent Common Shares with respect to which each such Converted PSU Award shall vest shall be determined based on actual performance, subject to the percentages set forth on Section 3.1(d)(ii) applicable holder remaining employed with Parent and its Subsidiaries through February1, 2024, if the Effective Time occurs in 2021 or February 1, 2025, if the Effective Time occurs in 2022; provided, however, that if the holder of the Company Disclosure Letterapplicable Converted PSU Award experiences a Qualifying Termination prior to February 1, under 2024, if the terms Effective Time occurs in 2021 or February1, 2025, if the Effective Time occurs in 2022, the holder of such Converted PSU Award will be entitled to full service-vesting of such Converted PSU Award (including, for the avoidance of doubt, with respect to any such award that, prior to conversion, was a "partner unit plan" Company PSU Award), and the number of shares with respect to which such Converted PSU Award and multiplied by shall vest shall equal the Exchange RatioPSU Target Number.
(iiiiv) Each Company DSU Award that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Parent deferred share unit award on the terms and conditions under the applicable plan and plan, award agreement and applicable deferral election in effect immediately prior to the Effective Time, with respect to a number of Parent Common Shares, with the aggregate number of Parent Common Shares covered by such Parent deferred share units with respect to such Parent Common Shares held by each holder unit award, rounded up to the nearest whole unitshare, determined by multiplying the number of shares of Company Common Stock Shares subject to such Company DSU Award immediately prior to the Effective Time by the Exchange Ratio; provided that each such Company DSU Award that constitutes "deferred compensation" for purposes of Section 409A of the Code shall be settled in accordance with the deferral election applicable to such Company DSU Award as of immediately prior to the Effective Time, and in a manner that would not result in the application of additional Taxes or penalties under Section 409A of the Code.
(ivv) Each Company Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into an option to purchase (A) the number of Parent Common Shares equal to the product determined by multiplying (1) the number of Company Common Shares subject to the Company Option immediately prior to the Effective Time, by (2) the Exchange Ratio, with any fractional shares rounded down to the nearest whole Parent Common Share, at (B) an exercise price per Parent Common Share equal to (1) the per share exercise price for Company Common Shares subject to the corresponding Company Option immediately prior to the Effective Time divided by (2) the Exchange Ratio, rounded up to the nearest whole cent. Each such option shall otherwise be subject to the same terms and conditions applicable to the corresponding Company Option under the applicable Company Equity Plan and the agreements evidencing grants thereunder, including vesting terms.
(vi) Effective as of the Effective Time, Parent shall assume (A) the Company RSU Awards, Company Options, Company PSU Awards and Company DSU Awards that are outstanding immediately prior to the Effective Time (collectively, the “Company Equity Awards”) in accordance with the terms of this Section 3.1(d) and (B) sponsorship of each Company Equity Plan, provided that references to the Company therein shall thereupon be deemed references to Parent and references to Company Common Stock Shares therein shall be deemed references to Parent Common Shares with appropriate equitable adjustments to reflect the Transactions.
(vvii) Prior to the Effective Time, the Board of Directors of the Company or the appropriate committee thereof shall adopt resolutions providing for the treatment of the Company Equity Awards and the Company Equity Plans as contemplated by this Section 3.1(d).
(viviii) As soon as reasonably practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate form) registering a number of Parent Common Shares necessary to fulfill Parent’s obligations under this Section 3.1(d). Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Common Shares for delivery with respect to the Company Equity Awards assumed by it in accordance with this Section 3.1(d).
(ix) For purposes of this Section 3.1(d):
Appears in 1 contract
Samples: Merger Agreement (IHS Markit Ltd.)
