Unvested Company RSAs. Unless otherwise mutually agreed by the Parties or the Parent and the applicable Company RSA holders, at the Effective Time, each Company RSA that is outstanding immediately prior to the Effective Time and that will not by its terms vest as of the Effective Time, shall be assumed and substituted without any action on the part of the holder thereof (the “Substituted RSAs”), and the Substituted RSAs shall remain subject to the same terms and conditions as were applicable under such Company RSA immediately prior to the Effective Time (including, without limitation, all vesting, settlement and forfeiture terms and accelerated vesting on specific terminations of employment, to the extent applicable, and any new terms required to become effective as a result of such assumption and/or substitution under the Company RSA award agreement and/or Company Equity Plan), except (A) for changes to certain terms and conditions rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes that are not detrimental in any material respect to the holder thereof and that in the reasonable and good faith determination of Parent are necessary to conform the administration of the Substituted RSAs and the Surviving Corporation and (B) that upon vesting of any Substituted RSAs, the holder thereof shall be entitled to the amount in cash, without interest, equal to the product of (i) the total number of Company Shares underlying such Company RSA that would have become vested pursuant to its terms, multiplied by (ii) the Per Share Price (the “Substituted RSA Consideration”), payable at the same time as such Company RSAs for which Substituted RSAs were assumed and substituted would have been settled pursuant to its terms.
Unvested Company RSAs. (i) Pursuant to the Offer made in accordance with Section 3.2, in respect of Unvested Company RSAs, Purchaser shall offer each holder of Unvested Company RSAs the right to enter into a cancellation agreement (or, where applicable, a deed of cancellation) (an “RSA Cancellation Agreement”) pursuant to which such holder shall agree to cancel, effective as of the Offer Acceptance Time, such Unvested Company RSA and replace it with a right to receive:
Unvested Company RSAs. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holder thereof, each Unvested Company RSA will be modified to reflect an award of restricted cash, without interest, in an amount equal to the Merger Consideration (each, a “Modified Unvested Company RSA”). Each Modified Unvested Company RSA will have the same terms and conditions as applied to the Unvested Company RSA prior to such modification, except for terms rendered inoperative by reason of the Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of such Modified Unvested Company RSA; provided, however, that the Protection Period with respect to each such Modified Unvested Company RSA shall be extended if and to the extent necessary so that it covers the entire vesting period of such Modified Unvested Company RSA. For the avoidance of doubt, only the duration of the Protection Period is modified by the previous sentence, and whether a Protection Period applies and the terms and conditions of any such Protection Period shall be governed by the terms and conditions of each current Company RSA.
