Common use of Unvested Company Shares Clause in Contracts

Unvested Company Shares. The payment of cash pursuant to this Section 1.3(a) in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreement). Therefore, cash otherwise payable pursuant to this Section 1.3(a)(ii) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash”) shall not automatically be payable by Acquirer at the Effective Time, and shall instead become payable by Acquirer on the date that such Unvested Company Shares would have become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule and after giving effect to any applicable Equity Agreement), less the amount of such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(c). Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Cash would have become vested under the original vesting schedule, or pursuant to any applicable Equity Agreement, and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 1.3(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Acquirer in the Merger and shall thereafter be exercisable by Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable), except that Repurchase Rights may be exercised by Acquirer retaining the Unvested Cash into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Unvested Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquirer, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash in accordance with this Agreement.

Unvested Company Shares. The cash payment of cash pursuant to this Section 1.3(a1.8(a)(i) in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and restrictions, vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreement)Time. Therefore, cash otherwise payable pursuant to this Section 1.3(a)(ii1.8(a)(i) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested CashCash (Shares)”) shall not automatically be payable by Acquirer Parent at the Effective Time, and shall instead become payable by Acquirer Parent on the date that such Unvested Company Shares Share would have become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time and shall otherwise remain subject to substantially the same terms and conditions as were applicable to the underlying Unvested Company Share immediately prior to the Effective Time; provided that if the vesting conditions and terms are not satisfied and vesting ceases at any point after the Effective Time, and a portion of the Unvested Cash (Shares) remains unvested (after giving effect to any accelerated vesting provisions applicable thereto), no cash payments shall be made in respect of such unvested portion of the Unvested Cash (Shares), except the repurchase price described below, with respect to such portion of the Unvested Cash (Shares) allocable to Unvested Company Shares. To the extent vested, Parent shall make, or in its discretion shall cause a paying agent authorized by Parent to administer such payments on Parent’s behalf to make, all such required payments to holders of Unvested Cash (Shares) no later than the end of the second completed payroll cycle of Parent following the date on which the corresponding Unvested Cash Shares would have become vested under the vesting schedule in place for such awards at the Effective Time and in no event later than two and one-half (2.5) months following the end of the calendar year in which the corresponding Unvested Cash Shares would have become vested (subject to the other restrictions and other terms of such vesting schedule and after giving effect to the applicable terms with respect to acceleration of vesting under any applicable Equity Agreement), less the amount of such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(c). Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day agreement (or form thereof) set forth on Schedule 2.13(a) of the calendar month immediately following the calendar month in which such Unvested Cash would have become vested under the original vesting schedule, or pursuant to any applicable Equity Agreement, and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable TaxesCompany Disclosure Letter). All amounts payable pursuant to this Section 1.3(a)(ii1.8(a)(ii) shall be treated as payment in respect of the sale of such Unvested Company Shares, subject to any required withholding of Taxes Taxes, and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) Rights shall be assigned to Acquirer Parent in the Merger and shall thereafter be exercisable by Acquirer Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable)Time, except that Repurchase Rights may be exercised by Acquirer Parent retaining the Unvested Cash (Shares) into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that such Repurchase Right immediately prior to the Effective Time. No Unvested CashCash (Shares), or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than AcquirerParent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash (Shares) in accordance with this Agreement.

Unvested Company Shares. The payment of cash and issuance of Parent Shares pursuant to this Section 1.3(a) 2.3 in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreementapplicable restricted stock purchase agreements). Therefore, cash otherwise payable pursuant to this Section 1.3(a)(ii) 2.3 in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash”) shall not automatically be payable by Acquirer Parent at the Effective Time, and shall instead become payable by Acquirer Parent on the date that such Unvested Company Shares would have become vested vested, and the Parent Shares issuable pursuant to this Section 2.3 in exchange for the Unvested Company Shares (“Unvested Parent Shares”) shall vest under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule and after giving effect Parent’s policies). The Unvested Cash shall be paid, upon vesting, in the United States Dollars or, for payments made to any applicable Equity Agreement)a Non-U.S. Continuing Employee, less the amount local currency of such newly vested cash that vests while in Continuing Employee’s permanent residence on the Indemnity Escrow Fund in accordance with Section 1.4(c)date of payment, which will be converted from United States Dollars according to the Exchange Rate. Acquirer Parent may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Cash would have become vested under the original vesting schedule, or pursuant to any applicable Equity Agreementvested, and in its discretion may make such payments through a paying agent authorized by Acquirer Parent to administer such payments on AcquirerParent’s behalf or through AcquirerParent’s (or the Surviving CorporationCompany’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 1.3(a)(ii2.3(b) shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be be, as of the Effective Time, assigned to Acquirer Parent in the Merger and shall thereafter be exercisable by Acquirer Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable)Time, except that Repurchase Rights may also be exercised by Acquirer Parent retaining the Unvested Cash and the Unvested Parent Shares into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Unvested CashCash or Unvested Parent Shares, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than AcquirerParent, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash or Unvested Parent Shares in accordance with this Agreement.

Unvested Company Shares. The payment payout of cash pursuant to this clause (i) of Section 1.3(a1.8(a) in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding Common Stock that immediately prior to the Effective Time was restricted, not fully vested or subject to Repurchase Rights (“Unvested Company Shares”) shall be subject to the same restrictions and restrictions, vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreement)Time. Therefore, cash otherwise payable pursuant to this Section 1.3(a)(ii1.8(a)(i) in exchange for the Unvested each share of Company Shares issued and outstanding Common Stock that immediately prior to the Effective Time was restricted or not fully vested (“Unvested Cash”) shall not automatically be payable by Acquirer Parent (through the Paying Agent) at the Effective Time, and shall instead become payable be paid out directly by Acquirer Parent on the date that such Unvested share of Company Shares Common Stock would have become vested under the vesting schedule in place for each such shares share immediately prior to or at the Effective Time (subject to the restrictions conditions and other terms of such vesting schedule and after giving effect to any applicable Equity Agreement), less the amount of such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(c). Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Cash would have become vested under the original vesting schedule, or pursuant and provided that if such conditions and terms are not satisfied and vesting ceases to continue at any applicable Equity Agreementpoint after the Effective Time, and in its discretion may make such no cash payments through a paying agent authorized by Acquirer shall be made, except the repurchase price described below, with respect to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable TaxesUnvested Company Shares). All amounts payable pursuant to this Section 1.3(a)(ii1.9(a) shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights Repurchase Rights with respect to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Acquirer in Parent by virtue of the Merger and shall thereafter be exercisable by Acquirer Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable)Time, except that Repurchase Rights may be exercised by Acquirer retaining Parent with regard to the Unvested Cash into which such Unvested Company Shares have been converted and by paying to the former holder thereof the repurchase price in effect for each such share former Unvested Company Share subject to that Repurchase Right immediately prior to the Effective Time. No Following the Effective Time, no Unvested Cash, or right thereto, may be pledged, encumberedmade subject to any encumbrance, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than AcquirerParent, or be taken or reached by any legal or equitable process in satisfaction of any Liability debt or other liability of such Person, prior to the distribution to such Person of such Unvested Cash in accordance with this Agreement.

Unvested Company Shares. The payment payout of cash pursuant to this Section 1.3(a2.2(b) in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreement)Time. ThereforeFurthermore, cash otherwise payable pursuant to this Section 1.3(a)(ii2.2(b) in exchange for the each Unvested Company Shares Share that is issued and outstanding immediately prior to the Effective Time (“Unvested Cash”) shall not automatically be payable by Acquirer at the Effective Time, and shall instead become payable be paid out by Acquirer on no later than thirty (30) days following the date that calendar month in which such Unvested Company Shares Share would have become vested under the vesting schedule in place for such shares share immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule and after giving effect to any applicable Equity Agreementschedule), less the amount of such newly vested cash that vests while which shall be deposited in the Indemnity Escrow Fund escrow in accordance with Section 1.4(c). Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Cash would have become vested under the original vesting schedule, or pursuant to any applicable Equity Agreement, and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes)2.4. All amounts payable pursuant to this Section 1.3(a)(ii2.2(b)(vii) shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, the “Repurchase Rights”) shall be assigned to Acquirer in the Merger and shall thereafter be exercisable by Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable), except that Repurchase Rights may be exercised by Acquirer by retaining the Unvested Cash into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Unvested Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquirer, or be taken or reached by any legal or equitable process in satisfaction of any Liability debt or other liability of such Person, prior to the distribution to such Person of such Unvested Cash in accordance with this Agreement. The parties hereby acknowledge and agree that all Unvested Cash shall be treated as an installment obligation for purposes of Section 453 of the Code, and no party shall take any action or filing position inconsistent with such characterization.

Unvested Company Shares. The payment On the terms and subject to the conditions of cash pursuant to this Section 1.3(a) in exchange for Agreement, each Unvested Company Share (other than Dissenting Shares held and shares that are owned by Continuing Employees the Company as treasury stock) issued and outstanding immediately prior to the Effective Time (A) that is held by a Person set forth on Schedule A-2 that is a Suitable Investor shall be automatically converted into the right to receive, subject to and in accordance with Section 1.5, a number of shares of Acquirer Common Stock equal to the product obtained by multiplying (x) the number of Unvested Company Shares held by such Company Stockholder, by (y) the Exchange Ratio, rounded down to the nearest whole number of shares of Acquirer Common Stock with no cash being payable for any fractional share eliminated by such rounding, or (B) that is held by any Person other than a Person that is set forth on Schedule A-2 and that is a Suitable Investor, an amount in cash equal to the Per Share Consideration ((A) and (B), the “Unvested Share Payments”). The amount of cash each Company Stockholder is entitled to receive pursuant to this Section 1.4(a)(ii) for such Unvested Company Shares shall be rounded down the nearest whole cent and computed after aggregating cash amounts for all Unvested Company Shares held by such Company Stockholder. The payment of cash and issuance of shares of Acquirer Common Stock pursuant to this Section 1.4(a)(ii) in exchange for Unvested Company Shares shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employmentClosing, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreement)modified by an applicable Benefits Waiver. Therefore, cash the Unvested Share Payments otherwise payable pursuant to this Section 1.3(a)(ii1.4(a)(ii) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash”) shall may not automatically be payable by Acquirer at the Effective Time, Closing and shall instead become payable by Acquirer on the date date, if later, that such Unvested Company Shares would have become vested under the vesting schedule in place for such shares Unvested Company Shares immediately prior to or at the Effective Time Closing (subject to the restrictions and other terms of such vesting schedule and after giving effect to any as may be modified by an applicable Equity Agreement), less the amount of such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(cBenefits Waiver). Acquirer may in its discretion shall make all such required payments to holders of rights to Unvested Cash Share Payments no later than 15 days following the 15th last day of each Quarterly Date after the applicable vesting date (and in no event after the end of the calendar month immediately following the calendar month year in which the vesting date occurs); provided that the Company Stockholder need not continue to be a service provider on such Unvested Cash would have become vested under the original vesting schedule, or pursuant date to receive any applicable Equity Agreement, and in its discretion may make such payments through that have previously vested on the applicable vesting dates, and, in the case of cash payments, such payments may be made through, at Acquirer’s discretion, a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving CorporationCompany’s or a Company Subsidiary’s) payroll system and in accordance with standard payroll practices (including withholding for applicable TaxesTaxes (except for those for which an election under Section 83(b) of the Code has been timely filed and satisfactory evidence provided to Acquirer with respect thereto), if any). All amounts payable pursuant to this Section 1.3(a)(ii1.4(a)(ii) shall be subject to any required withholding of Taxes (unless an election under Section 83(b) of the Code has been timely filed and satisfactory evidence provided to Acquirer with respect thereto) and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Acquirer in the Merger and shall thereafter be exercisable by Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable), except that Repurchase Rights may be exercised by Acquirer retaining the Unvested Cash into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Unvested Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquirer, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash in accordance with this Agreement.

Unvested Company Shares. The payment of cash pursuant to this Section 1.3(a) 1.3 in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreementapplicable restricted stock purchase agreements). Therefore, cash otherwise payable pursuant to this Section 1.3(a)(ii) 1.3 in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash”) shall not automatically be payable by Acquirer at the Effective Time, and shall instead become payable by Acquirer on the date that such Unvested Company Shares would have become vested under vested. The Unvested Cash shall be paid, upon vesting, in the vesting schedule in place United States Dollars or, for such shares immediately prior payments made to or at a Non-U.S. Continuing Employee, the Effective Time (subject to the restrictions and other terms local currency of such vesting schedule and after giving effect to any applicable Equity Agreement), less Continuing Employee’s permanent residence on the amount date of such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(c)payment. Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Cash would have become vested under the original vesting schedule, or pursuant to any applicable Equity Agreementbecomes vested, and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 1.3(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Acquirer in the Merger and shall thereafter be exercisable by Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable), except that Repurchase Rights may be exercised by Acquirer retaining the No Unvested Cash into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Unvested Cash, or right thereto, thereto may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquirer, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash in accordance with this Agreement.

Unvested Company Shares. The payment Notwithstanding the provisions of Section 1.9(a)(i) hereof, the payout of cash pursuant to this Section 1.3(a1.9(a)(i) in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreement)Time. Therefore, cash otherwise payable pursuant to this Section 1.3(a)(ii1.9(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash”) shall not automatically be payable by Acquirer at the Effective Time, and shall instead become payable be paid out by Acquirer on the date that such Unvested Company Shares would have become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule and after giving effect to any applicable Equity Agreement), less the amount of such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(c). Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Cash would have become vested under the original vesting schedule, or pursuant to any applicable Equity Agreement, and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 1.3(a)(ii1.10 (a) shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights Repurchase Rights with respect to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Acquirer in the Merger and shall thereafter be exercisable by Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable)Time, except that Repurchase Rights may be exercised by Acquirer retaining the Unvested Cash into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Following the Effective Time, no Unvested Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquirer, or be taken or reached by any legal or equitable process in satisfaction of any Liability debt or other liability of such Person, prior to the distribution to such Person of such Unvested Cash in accordance with this Agreement.

Unvested Company Shares. The payment shares of cash Acquirer Common Stock issuable pursuant to this clause (iii) of Section 1.3(a1.8(a) in exchange for Unvested shares of Company Shares held by Continuing Employees issued and outstanding Capital Stock that immediately prior to the Effective Time constituted Unvested Company Shares (“Unvested Acquirer Stock”) shall be subject to the same restrictions and vesting arrangements (including acceleration rights) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreement)Time. Therefore, cash otherwise payable the shares of Unvested Acquirer Stock issuable pursuant to this clause (iii) of Section 1.3(a)(ii1.8(a) in exchange for the such Unvested Company Shares will be issued and outstanding immediately prior to in the Effective Time (“Unvested Cash”) shall not automatically name of the applicable Company Stockholder but will be payable held for the benefit of the Company Stockholders by Acquirer at the Effective Time, Time and shall instead become payable released to such holder by Acquirer only on the such date that such Unvested Company Shares shares would have become vested in full under the vesting schedule in place for such shares immediately prior shares. Such Company Stockholders will have all rights with respect to or at their respective Unvested Acquirer Stock during the Effective Time (subject to the restrictions and other terms period of such vesting schedule and after giving effect to any applicable Equity Agreement), less the amount of such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(c). Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month time in which such Unvested Cash would have become vested under shares are held by Acquirer, including, without limitation, the original vesting schedule, right to vote such shares and the right to receive on a current basis any cash dividends or pursuant to any applicable Equity Agreement, and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 1.3(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed other distributions made with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and Acquirer Stock (other than a distribution that is not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion taxable pursuant to Section 305 of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code which shall be retained by Acquirer as part of the Unvested Acquirer Stock), except (i) the right of possession thereof and (ii) the regulations promulgated thereundertransfer restrictions set forth in the last sentence of this Section 1.8(a)(iv). All At the Effective Time, all outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, the “Repurchase Rights”) shall be assigned to Acquirer in the Merger First Merger, without any action required on the part of any Person, and shall thereafter be exercisable by Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable), except that Repurchase Rights may be exercised by Acquirer retaining the Unvested Cash into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Unvested Cash, or right thereto, Acquirer Stock may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquirer, Person or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash vesting thereof in accordance with this Agreement, provided, however, that Unvested Acquirer Stock may be transferred to a trust for the benefit of a Person’s ancestors, descendents or spouse or domestic partner.

Unvested Company Shares. The payment delivery of cash the Merger Consideration pursuant to this Section 1.3(a) Article 3 in exchange for Unvested Company Common Shares held by Continuing Employees issued and outstanding that immediately prior to the Effective Time are restricted, not fully vested or subject to Repurchase Rights (“Unvested Company Shares”) shall be subject to the same restrictions and terms, conditions, restrictions, vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time after giving effect to any applicable Equity Agreement (and and, except as set forth in Schedule 3.5, no vesting acceleration vesting, acceleration, or lapse of Repurchase Rights, shall occur with respect to such Unvested Company Shares by reason of the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity AgreementMerger). Therefore, cash otherwise payable pursuant to this Section 1.3(a)(ii) Article 3 in exchange for the Unvested each Company Shares issued and outstanding Common Share that immediately prior to the Effective Time was restricted, subject to Repurchase Rights or not fully vested (“Unvested Cash”) shall not automatically be payable by Acquirer Parent at the Effective Time, and shall instead become payable be paid out by Acquirer Parent on the date that such Unvested Company Shares Common Share would have become vested (or for which the applicable Repurchase Right would have lapsed) under the vesting schedule in place for such shares Company Common Share immediately prior to or at the Effective Time (subject to the restrictions conditions and other terms of such vesting schedule and after giving effect to any applicable Equity Agreement), less the amount of such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(c). Acquirer may in its discretion make all such required payments to holders of Unvested Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Cash would have become vested under the original vesting schedule, or pursuant and provided that if such conditions and terms are not satisfied and vesting ceases to continue at any applicable Equity Agreementpoint after the Effective Time, and in its discretion may make such no cash payments through a paying agent authorized by Acquirer shall be made, except the repurchase price described below, with respect to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable TaxesUnvested Company Shares). All amounts payable pursuant to this Section 1.3(a)(ii) 3.5 shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed By virtue of this Agreement, all outstanding Repurchase Rights with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall be assigned to Acquirer Parent in the Merger and shall thereafter be exercisable by Acquirer Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable)Time, except that Repurchase Rights may be exercised by Acquirer retaining the Unvested Cash into which such Unvested Company Shares have been converted and Parent paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time and retaining the Unvested Cash into which such Unvested Company Shares have been converted. Following the Effective Time. No , no Unvested Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of lawLaw), by any Personperson, other than Acquirerparent, or be taken or reached by any legal or equitable process in satisfaction of any Liability debt or other liability of such Personperson, prior to the distribution to such Person person of such Unvested Cash in accordance with this Agreement.

Unvested Company Shares. The payment of cash pursuant to this Section 1.3(a1.3(a)(i) in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares on or immediately prior to the Agreement Date (or, in the case of any Unvested Company Shares issued after the Agreement Date or any modification to any Unvested Company Shares issued on or prior to the Agreement Date, such restrictions and vesting arrangements as agreed by Acquirer (such agreement not to be unreasonably withheld, conditioned or delayed)) (provided that such terms shall, other than as otherwise agreed between the applicable Continuing Employee and Acquirer in any applicable Offer Letter or Reinvestment Agreement, take into effect any acceleration of vesting that occurs at or prior to the Effective Time after giving effect to any applicable Equity Agreement (and no vesting acceleration shall occur by reason of or otherwise in connection with, or as a result of, the Merger or any subsequent event, such as termination of employment, except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity AgreementTransactions). ThereforeAccordingly, cash otherwise payable or issuable pursuant to this Section 1.3(a)(ii1.3(a)(i) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested CashConsideration”) shall be retained by Acquirer and shall not automatically be payable by Acquirer at the Effective Time, and shall instead become payable by Acquirer on on, and only upon the occurrence of the date that such Unvested Company Shares would have become vested under the vesting schedule in place for such shares immediately prior to or at the Effective Time (subject to the restrictions and other terms of such vesting schedule and after giving effect to any agreement between the applicable Equity Agreement), less the amount of Continuing Employee and Acquirer in any applicable Offer Letter or any acceleration and/or vesting protections not waived pursuant to such newly vested cash that vests while in the Indemnity Escrow Fund in accordance with Section 1.4(cOffer Letter). Acquirer may in its discretion will make all such required payments to holders of Unvested Cash Consideration no later than the 15th last day of the calendar month immediately following the calendar month in which such Unvested Cash Consideration would have become vested under the original vesting schedule, or pursuant to any applicable Equity Agreement, schedule and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes)behalf. All amounts payable pursuant to this Section 1.3(a)(ii1.3(a)(iv) shall be subject to any required payroll and income tax withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed will may be treated as imputed interest for federal income tax purposes to the extent required under the Code and the regulations promulgated thereunder. All outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, “Repurchase Rights”) shall shall, to the extent assignable by the Company without consent, be automatically assigned to Acquirer in the Merger without any further action and shall thereafter be exercisable by Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time (as such may be amended pursuant to the terms of an Equity AgreementOffer Letter, if as applicable), except that Repurchase Rights may be exercised by Acquirer retaining the Unvested Cash Consideration into which such Unvested Company Shares have been converted and paying to the former holder thereof the repurchase price in effect for each such share subject to that Repurchase Right immediately prior to the Effective Time. No Unvested CashConsideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Acquirer, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution to such Person of such Unvested Cash Consideration in accordance with this Agreement.

Unvested Company Shares. The payment shares of Acquiror Common Stock issuable and cash payable pursuant to this Section 1.3(a1.9(a)(i) in exchange for Unvested Company Shares held by Continuing Employees issued and outstanding Capital Stock that immediately prior to the First Effective Time constituted Unvested Company Shares shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Company Shares immediately prior to or at the First Effective Time after giving effect to any applicable Equity Agreement (Time, and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment, employment (except as may be specifically disclosed in Section 2.2(b) of the Company Disclosure Letter after giving effect to any Equity Agreement, and as set forth in any Equity Agreementherein or pursuant to a Benefits Waiver). Therefore, shares of Acquiror Common Stock otherwise issuable and cash otherwise payable pursuant to this Section 1.3(a)(ii1.9(a)(i) in exchange for the such Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Acquiror Shares” and “Unvested Acquiror Cash”, respectively) shall not automatically be payable distributable by Acquirer Acquiror at the First Effective Time, and shall instead become payable distributable by Acquirer Acquiror on the date that such Unvested Company Shares would have become vested under the vesting schedule in place for such shares immediately prior to or at the First Effective Time (subject to the restrictions and other terms of such vesting schedule and after giving effect to any applicable Equity Agreementschedule), less (in the case of Unvested Acquiror Shares) any amount of such newly vested cash that vests while shares which vest in the Indemnity Escrow Fund escrow in accordance with Section 1.4(c1.1(c)(iii). Acquirer For administrative convenience, Acquiror may in its discretion make all such required payments distributions to holders of Unvested Acquiror Shares and Unvested Acquiror Cash no later than the 15th day of the calendar month immediately following the calendar month in which such Unvested Acquiror Shares and Unvested Acquiror Cash would have become vested under the original vesting schedule, or pursuant to any applicable Equity Agreementbecomes vested, and in its discretion may make such payments distributions through a paying an agent authorized by Acquirer Acquiror to administer such payments issuances on AcquirerAcquiror’s behalf or through Acquirer’s (or the Surviving Corporation’s) payroll system and in accordance with standard payroll practices (including withholding for applicable Taxes)behalf. All amounts payable distributable pursuant to this Section 1.3(a)(ii1.9(a)(ii) shall be subject to any required withholding of Taxes and shall be paid without interest. If a valid and timely 83(b) election was filed with respect to a Continuing Employee’s Unvested Company Shares, and evidence of such valid and timely filing is provided to Acquirer, the parties intend that the Unvested Cash received by such Continuing Employee will be treated in its entirety as consideration for the Continuing Employee’s Unvested Company Shares and not as compensation for services and will file all tax returns and reports consistent with such treatment except as otherwise required by applicable Law. A portion of such newly vested cash so distributed paid will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. All At the First Effective Time, all outstanding rights to repurchase Unvested Company Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the First Effective Time (all such rights, the “Repurchase Rights”) shall be assigned to Acquirer Acquiror in the Merger First Merger, without any action required on the part of any Person, and shall thereafter be exercisable by Acquirer Acquiror upon the same terms and subject to the same conditions that were in effect immediately prior to the First Effective Time (as such may be amended pursuant the terms of an Equity Agreement, if applicable)Time, except that Repurchase Rights may be exercised by Acquirer Acquiror retaining either the Unvested Acquiror Shares or Unvested Acquiror Cash (as the case may be) into which such Unvested Company Shares have been converted converted, and paying to the former holder thereof the repurchase price in effect for each such share Unvested Company Share subject to that Repurchase Right immediately prior to the Effective Time. No Unvested Acquiror Shares or Unvested Acquiror Cash, or the right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than AcquirerAcquiror, or be taken or reached by any legal or equitable process in satisfaction of any Liability of such Person, prior to the distribution issuance or payment to such Person of such Unvested Acquiror Shares or Unvested Acquiror Cash following the vesting thereof, in accordance with this Agreement.