Common use of Unvested Company RSUs Clause in Contracts

Unvested Company RSUs. Except as set forth in Section 2.8(b)(ii) of the Parent Disclosure Letter, each Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amounts”), which Cash Replacement Company RSU Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amounts were exchanged would have vested pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof). All Cash Replacement Company RSU Amounts will have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which they were exchanged, 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 the Cash Replacement Company RSU Amounts.

Unvested Company RSUs. Except as set forth in Section 2.8(b)(ii) of the Parent Disclosure Letter, each Each such Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall be cancelled canceled and automatically converted into the right to receive an amount (subject to any Taxes withheld pursuant to Section 2.08(f)) in cash, without interest thereon and subject to applicable withholding Taxesinterest, equal to the product of (i) the Per Share Price and Merger Consideration multiplied by (ii) the total number of shares of Company Common Stock Shares subject to the Unvested Company RSU (the “Unvested RSU Consideration”); provided, that except as is set forth on Section 2.07(b)(ii) of the Company Disclosure Letter, such per share Unvested RSU Consideration shall not be paid at the Effective Time but shall instead be subject to satisfaction of the original vesting conditions applicable to the underlying Unvested Company RSU in accordance with its terms. Upon satisfaction of such vesting conditions underlying any Unvested RSU Consideration, Parent shall cause the Surviving Corporation to pay the per share Unvested RSU Consideration, without interest and less any Taxes withheld pursuant to Section 2.08(f), to such holders who have satisfied the applicable vesting conditions as of the applicable vesting date on the first regularly scheduled payroll date of the Surviving Corporation that is on or next following the first day of the fiscal quarter immediately following the applicable vesting date of each such Unvested Company RSU as of immediately prior for which such Unvested RSU Consideration was exchanged; provided that, notwithstanding anything to the Effective Time (the “Cash Replacement Company RSU Amounts”contrary contained in this Section 2.07(b)(ii), which Cash Replacement Company RSU Amounts willif required to comply with Section 409A of the Code, subject to such amount shall be paid on the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as settlement date for the Unvested Company RSU for which such Cash Replacement the Unvested Company Consideration was exchanged, as specified under the terms of the applicable award agreement. Except as is set forth in this Section 2.07(b)(ii) and Section 2.07(b)(ii) of the Company Disclosure Letter, all Unvested RSU Amounts were exchanged would have vested pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof). All Cash Replacement Company RSU Amounts Consideration will have the same terms and conditions (including including, with respect to vestingvesting and forfeiture) and conditions as applied to the Unvested Company RSU RSUs for which they were exchanged, 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 the Cash Replacement Company RSU AmountsTransactions.

Unvested Company RSUs. Except as set forth in Section 2.8(b)(ii) of the Parent Disclosure Letter, each Each Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall be cancelled and converted into and will become the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU Amounts”), which Cash Replacement Company RSU Amounts will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU RSUs for which such Cash Replacement Company RSU Amounts were exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof); provided, however, that if a holder of a Cash Replacement Company RSU Amount is terminated by Parent, the Company or the Surviving Corporation without “cause” (as defined in such holder’s then-effective employment agreement with the Company or one of its Subsidiaries or, if none, determined consistently in accordance with the Company’s past practices) in connection with the Closing or thereafter but on or prior to December 31, 2024, such holder’s then unvested Cash Replacement Company RSU Amount shall automatically accelerate and become vested upon such date of termination. All Except as otherwise provided in this Section 2.8(a), all Cash Replacement Company RSU Amounts will have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which they were exchanged, 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 the Cash Replacement Company RSU Amounts.

Unvested Company RSUs. Except as set forth in Subject to Section 2.8(b)(ii) of the Parent Disclosure Letter1.8, Section 1.10, Section 2 and Section 8, at Closing, each Company RSU RSU, that is outstanding as of and unvested immediately prior to the Effective Time that is not Closing and held by a Vested then-current employee or service provider of the Company RSU or any of its Subsidiaries (each, an “Unvested Company RSU”), shall, without any action on the part of Parent, Purchaser, the Company or the holder thereof, be substituted as provided in this Section 1.2(d), and each holder thereof (including any Seller) who continues to be employed by or in service with Parent or any of its Subsidiaries (including the Company) as of immediately following the Closing shall be cancelled and converted into the right entitled to receive for each such Unvested Company RSU, in full satisfaction of the rights of such holder with respect thereto, a Restricted Stock Unit Award (an amount in cash, without interest thereon and subject “Unvested Replacement RSU Award”) which will be based on a number of shares of Parent Common Stock (rounded down to applicable withholding Taxes, the nearest whole share of Parent Common Stock) equal to the product of (ii)(A) the aggregate number of Company Ordinary Shares issuable upon settlement of such Unvested Company RSU (assuming it were fully vested), multiplied by (B) the Post-Preference Per Share Price and Amount divided by (ii) the total number Parent Closing Stock Price; provided that such Unvested Replacement RSU Award (x) shall vest in substantially equal quarterly installments over the aggregate remaining vesting period applicable to the corresponding Unvested Company RSU, subject to continued employment or service of shares the holder thereof with Parent or any of Company Common Stock its Subsidiaries (including the Company) on the applicable vesting date with each such installment to be paid as soon as reasonably practicable (but no more than thirty (30) calendar days) following such vesting date, (and in each case subject to applicable withholdings and Taxes); provided, however, that any payment under this Section 1.2(d) may be aggregated when due and paid on a quarterly basis at Parent’s sole discretion and (y) shall be subject to forfeiture on the same terms and conditions as were applicable to such Unvested Company RSU as (without regard to any provisions that would result in accelerated vesting). The size of immediately prior the Unvested Replacement RSU Award to the Effective Time (the “Cash Replacement Company RSU Amounts”), which Cash Replacement Company RSU Amounts will, subject be granted to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the each holder of an Unvested Company RSU for which such Cash Replacement Company RSU Amounts were exchanged would have vested pursuant to its terms (includingin connection with the Closing, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect shall be set forth on the date hereof)Closing Consideration Spreadsheet. All Cash Purchaser shall procure that Parent issues the Unvested Replacement Company RSU Amounts will have Awards as promptly as reasonably practicable following the same terms and conditions (including with respect to vesting) as applied Closing. Notwithstanding anything to the contrary in this Agreement, Unvested Replacement RSU Awards issued as a result of the substitution of Unvested Company RSU for which they were exchangedRSU, except for terms rendered inoperative shall be issued under a qualified equity incentive plan adopted by reason Parent and filed with the ITA, and deposited with the Section 102 Trustee to be held and released in accordance with the provisions of the Transactions Section 102, Israeli Option Tax Pre-Ruling, Interim Option Tax Ruling 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 the Cash Replacement Company RSU Amounts.any other

Unvested Company RSUs. Except as set forth in Section 2.8(b)(ii) of the Parent Disclosure Letter, each Each Company RSU outstanding as of immediately prior to the Effective Time that is not a Vested Company RSU (an “Unvested Company RSU”) shall automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (iA) the Per Share Price and (iiB) the total number of shares of Company Class A Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time (the “Cash Replacement Company RSU AmountsAmount”), which Cash Replacement Company RSU Amounts Amount will, subject to the holder’s continued service with Parent or its Affiliates (including the Surviving Corporation or its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSU for which such Cash Replacement Company RSU Amounts were Amount was exchanged would have vested and been payable pursuant to its terms (including, for the avoidance of doubt, with respect to any terms providing for acceleration of vesting pursuant to any Employee Plan as in effect on the date hereof)terms. All Each Cash Replacement Company RSU Amounts will Amount shall otherwise have the same terms and conditions (including with respect to vesting) as applied to the Unvested Company RSU for which they were it was exchanged, except for terms rendered inoperative by reason of the Transactions or for such and other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration determined by Parent. The Surviving Corporation shall pay any portion of the Cash Replacement Company RSU AmountsAmount that vests to the applicable holder thereof, no later than thirty (30) days following the date on which such portion vests, but in no event later than March 15th of the year following the year in which such portion vests.