Common use of Unvested Company RSUs Clause in Contracts

Unvested Company RSUs. At the Closing, each Company RSU that is outstanding as of immediately prior to the Closing and not covered by Section 2.03(a) will, without any action on the part of Parent, Buyer, the Company, the holder thereof or any other Person, be converted into an equity award subject to the same terms and conditions applicable to such Company RSU (including the same vesting schedule and terms regarding acceleration and forfeiture upon termination of employment or service) immediately prior to the Closing with respect to a number of shares of common stock (rounded down to the nearest whole share) of Parent equal to (i) the number of Shares subject to such Company RSU immediately prior to the Closing multiplied by (ii) the Equity Award Adjustment Ratio. For purposes of this Agreement, the “Equity Award Adjustment Ratio” shall mean (x) the Offer Consideration divided by (y) the average closing price of the common stock of Parent on the NASDAQ for the five (5) consecutive trading days ending on the trading day immediately preceding the date of the Closing; provided, that all references to the “Company” in all applicable Company Equity Plans and any applicable award agreements governing Company RSUs shall be deemed to be references to Parent; provided, further, that the terms and conditions applicable to certain of such Company RSUs will be modified as set forth in Section 2.03(b) of the Company Letter.

Unvested Company RSUs. At the Closing, each Company RSU that is outstanding as of immediately prior to the Closing and not covered by Section 2.03(a) will, without any action on the part of Parent, Buyer, the Company, the holder thereof thereof, or any other Person, be converted into an equity award subject to the same terms and conditions applicable to such Company RSU (including the same vesting schedule and terms regarding acceleration and forfeiture upon termination of employment or service) immediately prior to the Closing with respect to a number of shares of common stock (rounded down to the nearest whole share) of Parent equal to (i) the number of Shares subject to such Company RSU immediately prior to the Closing Closing, multiplied by (ii) the Equity Award Adjustment Ratio. For purposes of this Agreement, the “Equity Award Adjustment Ratio” shall mean (x) the Offer Consideration divided by (y) the average closing price of the common stock of Parent on the NASDAQ for the five twenty (520) consecutive trading days ending on the trading day immediately preceding the date of the Closing; provided, that all references rounded to the “Company” nearest one ten thousandth. With respect to any fractional share that was rounded down in all applicable respect of any Company Equity Plans and any applicable award agreements governing Company RSUs RSU, the holder shall be deemed entitled to be references receive an amount in cash, without interest, equal to Parent; provided, further, that the terms and conditions applicable to certain of product obtained by multiplying (x) the Offer Consideration by (y) such Company RSUs will be modified as set forth in Section 2.03(b) of the Company Letterfractional share.