Common use of Treatment of Unvested Company RSUs Clause in Contracts

Treatment of Unvested Company RSUs. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of a Company RSU, each Company RSU other than a Vested Company RSU that is outstanding as of immediately prior to the Effective Time (each, an “Unvested Company RSU”), shall be assumed by Parent and automatically converted into a Parent restricted stock unit award with respect to shares of Parent Common Stock under the Parent Equity Plan on the terms and conditions set forth in this Section 2.03(c). Accordingly, from and after the Effective Time, the aggregate number of shares of Parent Common Stock underlying such award will be determined by multiplying (A) the number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time by the (B) Exchange Ratio, with any resulting fractional share rounded down to the nearest whole share of Parent Common Stock (as converted, a “Converted RSU”); provided, that, any such fractional share shall be converted into a right to receive an amount in cash at the Effective Time equal to (x) such fractional share multiplied by (y) the Parent Company Stock Value. As of the conversion pursuant to this Section 2.03(c), each Converted RSU shall be subject to the same terms and conditions (including vesting terms) applicable to the corresponding Unvested Company RSU immediately prior to the Effective Time (which includes, for the avoidance of doubt, any acceleration benefits that applied to such Unvested Company RSU upon a qualifying termination of employment or service pursuant to the terms thereof (which includes, for the avoidance of doubt, any applicable Severance Arrangement)), except as otherwise provided in this Section 2.03(c), for administrative changes, or changes resulting from the Converted RSU being subject to the Parent Equity Plan, in each case, that are not materially adverse to the holder of such Converted RSU, or to which the holder consents.

Treatment of Unvested Company RSUs. At Except as specified in Section 2.4(c) of the Company Disclosure Schedule, prior to the Effective Time, by virtue of the Merger Company Board (or, if appropriate, any committee thereof) will adopt resolutions and without any action on take all other actions necessary and appropriate to provide that, immediately prior to the part of the holder of a Company RSUEffective Time, each outstanding award of restricted stock units and performance share units granted pursuant to any Company RSU other than a Vested Stock Option Plan (the “Company RSU RSUs”) that is outstanding unvested as of immediately prior to the Effective Time (eachTime, an “Unvested shall, except to the extent set forth on such Section 2.4(c) of the Company RSU”)Disclosure Schedule, cease to represent the right to receive Shares and shall be assumed by Parent and automatically converted into a Parent restricted stock unit award and become rights with respect to shares of Ultimate Parent Common Stock under Shares, and Ultimate Parent shall assume the Parent Equity Plan Company RSUs, on the same terms and conditions set forth (including any forfeiture provisions or repurchase rights, and treating for this purpose any performance-based vesting conditions as provided for in this Section 2.03(c). Accordinglythe award agreement by which each Company RSU is evidenced, except that any performance-based vesting conditions shall be treated as having been attained at the “maximum” level) as were applicable under such Company RSUs as of immediately prior to the Effective Time, except that from and after the Effective Time, (i) the aggregate number accelerated vesting terms set forth on Section 2.4(c)(i) of shares the Company Disclosure Schedule shall apply to such assumed Company RSUs, (ii) Ultimate Parent and the Ultimate Parent Compensation Committee shall be substituted for Company and the compensation committee of the Company Board administering such Company Stock Option Plans, (iii) the Company RSUs assumed by Ultimate Parent Common Stock underlying shall represent the right to receive Ultimate Parent Shares upon settlement of such award will Company RSU promptly after vesting (except to the extent the terms of the applicable restricted stock unit agreement provide for deferred settlement, in which case settlement shall be determined by multiplying in accordance with the specified terms), and (Aiv) the number of shares Ultimate Parent Shares subject to each award of Company Common Stock RSUs assumed by Ultimate Parent shall be equal to the number of Shares subject to such Unvested Company RSU award immediately prior to the Effective Time multiplied by a ratio where the numerator is the Merger Consideration and the denominator is the volume weighted average trading price of Ultimate Parent Shares on the New York Stock Exchange, calculated to four decimal places and determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours, for the five consecutive trading days ending on the third complete trading day prior to (Band not including) the Closing Date as reported by Bloomberg, L.P. (the “Exchange Ratio”), with any resulting fractional share rounded down to the nearest whole share of share, and in any event Ultimate Parent Common Stock (as converted, a “Converted RSU”); provided, that, shall convert any such remaining fractional share shall be converted into a the right to receive an amount cash based on the terms of Section 2.1 (except that in cash at no event shall any vesting restrictions applicable to a Company RSU be accelerated unless so provided under the Effective Time equal to (x) terms of such fractional share multiplied by (y) the Parent Company RSU, a Company Stock Value. As Option Plan or other Company Benefit Plan, or as provided on Section 2.4(c) of the conversion pursuant to this Section 2.03(cCompany Disclosure Schedule), each Converted RSU shall be subject to the same terms and conditions (including vesting terms) applicable to the corresponding Unvested Company RSU immediately prior to the Effective Time (which includes, for the avoidance of doubt, any acceleration benefits that applied to such Unvested Company RSU upon a qualifying termination of employment or service pursuant to the terms thereof (which includes, for the avoidance of doubt, any applicable Severance Arrangement)), except as otherwise provided in this Section 2.03(c), for administrative changes, or changes resulting from the Converted RSU being subject to the Parent Equity Plan, in each case, that are not materially adverse to the holder of such Converted RSU, or to which the holder consents.