Common use of Unvested Company RSUs Clause in Contracts

Unvested Company RSUs. Each Company RSU (or portion thereof and including any Company PSU after giving effect to the Performance Company RSU Conversion set forth in Section 1.5(a)(v)(C) below) held by a Continuing Employee that is unvested, unexpired, unsettled and outstanding as of the Effective Time (each, an “Unvested Company RSU”) shall, by virtue of the occurrence of the Effective Time and without any action on the part of Parent, Merger Sub, the Company, the holder of such Company RSU or any other Person, be assumed by Parent and converted automatically at the Effective Time into a corresponding restricted stock unit of Parent and subject to terms and conditions substantially identical to those in effect at the Effective Time, including all vesting and applicable vesting acceleration provisions, except as such terms and conditions are modified by Section 1.5(a)(v)(C) of this Agreement (each such assumed Unvested Company RSU, an “Assumed Company RSU”), except that the number of shares of common stock of Parent that will be subject to each such Assumed Company RSU shall be determined by multiplying the number of Shares of Company Common Stock subject to such Assumed Company RSU by the Exchange Ratio (rounded down to the nearest whole Share); provided, however, that in no case shall the assumption of an Assumed Company RSU be performed in a manner that is not in material compliance with the requirements of Sections 409A or 424(a) of the Code and other applicable Law. At the Effective Time, each Company Equity Plan pursuant to which any Assumed Company RSU has been granted shall be assumed by Parent.

Unvested Company RSUs. Each Unless otherwise mutually agreed by the Parties or the Parent and the applicable Company RSU (or portion thereof and including any holders, at the Effective Time, each Company PSU after giving effect RSU that is outstanding immediately prior to the Performance Company RSU Conversion set forth in Section 1.5(a)(v)(C) below) held Effective Time and that will not by a Continuing Employee that is unvested, unexpired, unsettled and outstanding its terms vest as of the Effective Time (eachTime, an “Unvested Company RSU”) shall, by virtue of the occurrence of the Effective Time shall be assumed and substituted without any action on the part of Parentthe holder thereof (the “Substituted RSUs”), Merger Suband subject to compliance with Section 409A of the Code, the CompanySubstituted RSUs shall remain subject to the same terms and conditions as were applicable under such Company RSU 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 RSU 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 RSUs and the Surviving Corporation and (B) that upon vesting and settlement of any Substituted RSUs, 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 RSU or any other Personthat would have become vested pursuant to its terms, be assumed multiplied by Parent and converted automatically at (ii) the Effective Time into a corresponding restricted stock unit of Parent and subject to terms and conditions substantially identical to those in effect at Per Share Price (the Effective Time, including all vesting and applicable vesting acceleration provisions, except as such terms and conditions are modified by Section 1.5(a)(v)(C) of this Agreement (each such assumed Unvested Company RSU, an “Assumed Company RSUSubstituted RSU Consideration”), except that payable at the number of shares of common stock of Parent that will be subject to each same time as such Assumed Company RSU shall be determined by multiplying the number of Shares of Company Common Stock subject to such Assumed Company RSU by the Exchange Ratio (rounded down to the nearest whole Share); provided, however, that in no case shall the assumption of an Assumed Company RSU be performed in a manner that is not in material compliance with the requirements of Sections 409A or 424(a) of the Code RSUs for which Substituted RSUs were assumed and other applicable Law. At the Effective Time, each Company Equity Plan substituted would have been settled pursuant to which any Assumed Company RSU has been granted shall be assumed by Parentits terms.

Unvested Company RSUs. Each At the Effective Time, each Unvested Company RSU (or portion thereof and including any Company PSU after giving effect that is outstanding as of immediately prior to the Performance Company RSU Conversion set forth in Section 1.5(a)(v)(C) below) Effective Time and held by a Continuing Employee that is unvested, unexpired, unsettled and outstanding as of the Effective Time (each, an “Unvested Company RSU”) shall, by virtue of the occurrence of the Effective Time Merger and without any further action on the part of by Parent, Merger Sub, the Company, or the holder of such Unvested Company RSU or any other PersonRSU, be assumed by Parent and converted automatically at the Effective Time into into, or terminated and substituted with, a corresponding restricted stock unit of Parent that represents the right to acquire a number of validly issued, fully paid and subject non-assessable shares of Parent Class A Common Stock, equal to terms and conditions substantially identical to those in effect at the Effective Time, including all vesting and applicable vesting acceleration provisions, except as such terms and conditions are modified by Section 1.5(a)(v)(Cproduct of (A) of this Agreement (each such assumed Unvested Company RSU, an “Assumed Company RSU”), except that the number of shares of common stock of Parent that will be subject to each such Assumed Company RSU shall be determined by multiplying the number of Shares of Company Common Stock subject to such Assumed Unvested Company RSU immediately prior to the Effective Time, multiplied by (B) the Equity Award Exchange Ratio (each, a “Converted RSU”); provided, that any fractional share resulting from such multiplication shall be rounded down to the nearest whole Share); providedshare. Following the Effective Time, howevereach Converted RSU shall continue to be governed by the same material terms and conditions, that in no case shall including the assumption of an Assumed vesting schedule, as were applicable immediately prior to the Effective Time to the Unvested Company RSU from which it was converted or for which it is a substitute, in all cases subject to restrictions related to the issuance of shares under applicable Law. It is the intention of the parties that the adjustments in this Section 2.1(b)(v) be performed in a manner that complies with or is exempt from Section 409A of the Code. Each Unvested Company RSU that is outstanding as of immediately prior to the Effective Time and held by a Person who is not a Continuing Employee (each a “Cancelled RSU” and, collectively, the “Cancelled RSUs”) shall be cancelled and terminated without consideration upon the Effective Time in material compliance accordance with the requirements of Sections 409A or 424(a) of the Code and other applicable Law. At the Effective Time, each Company Equity Plan pursuant to which any Assumed Company RSU has been granted shall be assumed by ParentPlan.

Unvested Company RSUs. Each Company RSU (or portion thereof and including any Company PSU after giving effect outstanding immediately prior to the Performance Company RSU Conversion set forth in Section 1.5(a)(v)(C) below) held by a Continuing Employee Effective Time that is unvested, unexpired, unsettled and outstanding not vested as of the Effective Time (after taking into account any vesting acceleration and forfeiture provisions provided in the Company Equity Plan and award agreement applicable to such Company RSU by reason of this Agreement or the Transactions) (each, an “Unvested Company RSU”) ), shall, by virtue of the occurrence of automatically at the Effective Time and without any required action on the part of Parent, Merger Sub, the Company, the holder of such Company RSU or any other Personthereof, be assumed by Parent and converted automatically at the Effective Time into a corresponding restricted stock unit award in respect of Parent and subject to common stock (an “Adjusted RSU”) on the same terms and conditions substantially identical as were applicable to those in effect at the Effective Time, such Unvested Company RSU (including all vesting and applicable vesting acceleration provisions, except as such terms and conditions are modified by Section 1.5(a)(v)(C) of this Agreement (each such assumed Unvested Company RSU, an “Assumed Company RSU”conditions), except that and relating to the number of shares of Parent common stock equal to the product of Parent that will be subject to each such Assumed Company RSU shall be determined by multiplying (A) the number of Shares of Company Common Stock subject to such Assumed Unvested Company RSU immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio (Equity Award Conversion Amount, with any fractional shares of Parent common stock rounded down to the nearest whole Share); provided, however, number of shares of Parent common stock. To the extent that in no case shall the assumption of an Assumed any such Unvested Company RSU be performed is subject to a “Share Price Condition” (as defined in a manner that is the award agreement applicable to such Unvested Company RSU), and such Share Price Condition has not in material compliance with the requirements been achieved as of Sections 409A or 424(a) of the Code and other applicable Law. At the Effective Time, each Company Equity Plan pursuant to which any Assumed Company RSU has been granted such Share Price Condition shall be assumed adjusted by Parentdividing the dollar value applicable to such Share Price Condition by the Equity Award Conversion Amount.