Common use of Unvested Company Shares Clause in Contracts

Unvested Company Shares. The cash payment pursuant to Section 1.8(a)(i) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions, vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, cash otherwise payable pursuant to Section 1.8(a)(i) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)”) shall not be payable by Parent at the Effective Time, and shall instead become payable by Parent on the date that such Unvested Company 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 other restrictions and other terms of such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure Letter). All amounts payable pursuant to this Section 1.8(a)(ii) shall be treated as payment in respect of the sale of such Unvested Company Shares, subject to any required withholding of Taxes, and shall be paid without interest. All outstanding Repurchase Rights shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by 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 such Repurchase Right immediately prior to the Effective Time. No Unvested Cash (Shares), or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, 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 payment pursuant to this Section 1.8(a)(i1.3(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, restrictions and vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective TimeTime 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 1.8(a)(i1.3(a)(ii) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)Cash”) shall not automatically be payable by Parent Acquirer at the Effective Time, and shall instead become payable by Parent Acquirer on the date that such Unvested Company Share Shares 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 restrictions and other terms of such vesting schedule 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 theretoEquity Agreement), no cash payments shall be made in respect less the amount of such unvested portion of newly vested cash that vests while in the Unvested Cash (SharesIndemnity Escrow Fund in accordance with Section 1.4(c), 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 Acquirer may in its discretion shall cause a paying agent authorized by Parent to administer such payments on Parent’s behalf to make, make all such required payments to holders of Unvested Cash (Shares) no later than the end 15th day of the second completed payroll cycle of Parent calendar month immediately following the date on calendar month in which the corresponding such Unvested Cash Shares would have become vested under the original vesting schedule in place for such awards at the Effective Time schedule, or pursuant to any applicable Equity Agreement, 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 its discretion may make such payments through a paying agent authorized by Acquirer to other restrictions and other terms of administer such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement payments on Acquirer’s behalf or through Acquirer’s (or form thereofthe Surviving Corporation’s) set forth on Schedule 2.13(a) of the Company Disclosure Letterpayroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 1.8(a)(ii1.3(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 Parent Acquirer in the Merger and shall thereafter be exercisable by Parent Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective TimeTime (as such may be amended pursuant the terms of an Equity Agreement, if applicable), except that Repurchase Rights may be exercised by Parent Acquirer 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 such that Repurchase Right immediately prior to the Effective Time. No Unvested Cash (Shares)Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than ParentAcquirer, 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 Notwithstanding the provisions of Section 1.9(a)(i) hereof, the payout of cash payment pursuant to Section 1.8(a)(i1.9(a)(i) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions, restrictions and vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, cash otherwise payable pursuant to Section 1.8(a)(i1.9(a) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)Cash”) shall not automatically be payable by Parent Acquirer at the Effective Time, and shall instead become payable be paid out by Parent Acquirer on the date that such Unvested Company Share Shares 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 other the restrictions and other terms of such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure Letterschedule). All amounts payable pursuant to this Section 1.8(a)(ii1.10 (a) 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. 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 Repurchase Rights with respect to Unvested Company Shares that the Company may hold immediately prior to the Effective Time shall be assigned to Parent Acquirer in the Merger and shall thereafter be exercisable by Parent Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by Parent Acquirer 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 such that Repurchase Right immediately prior to the Effective Time. No Following the Effective Time, no Unvested Cash (Shares)Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than ParentAcquirer, 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 (Shares) in accordance with this Agreement.

Unvested Company Shares. The payout of cash payment pursuant to this Section 1.8(a)(i2.2(b) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions, restrictions and vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. ThereforeFurthermore, cash otherwise payable pursuant to this Section 1.8(a)(i2.2(b) in exchange for each Unvested Company Shares Share that is issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)Cash”) shall not automatically be payable by Parent Acquirer at the Effective Time, and shall instead become payable be paid out by Parent on Acquirer no later than thirty (30) days following the date that calendar month in which such Unvested Company Share would have become vested under the vesting schedule in place for such shares share 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 other the restrictions and other terms of such vesting schedule and giving effect to schedule), less the applicable terms amount of such newly vested cash which shall be deposited in escrow in accordance with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure Letter)Section 2.4. All amounts payable pursuant to this Section 1.8(a)(ii2.2(b)(vii) 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. 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 Rights”) shall be assigned to Parent Acquirer in the Merger and shall thereafter be exercisable by Parent Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, Time except that Repurchase Rights may be exercised by Parent Acquirer by 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 such that Repurchase Right immediately prior to the Effective Time. No Unvested Cash (Shares)Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than ParentAcquirer, 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 (Shares) 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 cash payment pursuant On the terms and subject to Section 1.8(a)(i) in exchange for the conditions of this Agreement, each Unvested Company Share (other than Dissenting Shares and shares that are owned by 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, restrictions and vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective TimeClosing, except as may be modified by an applicable Benefits Waiver. Therefore, cash the Unvested Share Payments otherwise payable pursuant to this Section 1.8(a)(i1.4(a)(ii) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)”) shall may not automatically be payable by Parent Acquirer at the Effective Time, Closing and shall instead become payable by Parent Acquirer on the date date, if later, that such Unvested Company 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 Unvested Company Shares immediately prior to the Effective Time Closing (subject to the restrictions and other terms of such vesting schedule and as may be modified by an applicable Benefits Waiver). Acquirer shall make all such required payments to holders of rights to Unvested Share Payments no later than 15 days following the last day of each Quarterly Date after the applicable vesting date (and in no event later than two and one-half (2.5) months following after the end of the calendar year in which the corresponding Unvested Cash Shares would vesting date occurs); provided that the Company Stockholder need not continue to be a service provider on such date to receive any such payments that have become previously vested (subject to other restrictions and other terms of such vesting schedule and giving effect to on the applicable terms with respect 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 acceleration of vesting under any agreement administer such payments on Acquirer’s behalf or through Acquirer’s (or form thereofthe Company’s or a Company Subsidiary’s) set forth on Schedule 2.13(apayroll system and in accordance with standard payroll practices (including withholding for applicable Taxes (except for those for which an election under Section 83(b) of the Company Disclosure LetterCode has been timely filed and satisfactory evidence provided to Acquirer with respect thereto), if any). All amounts payable pursuant to this Section 1.8(a)(ii1.4(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 (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. All outstanding Repurchase Rights shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by 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 such Repurchase Right immediately prior to the Effective Time. No Unvested Cash (Shares), or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, 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 cash payment delivery of the Merger Consideration pursuant to Section 1.8(a)(i) this Article 3 in exchange for Unvested Company Common Shares 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 terms, conditions, restrictions, vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective TimeTime (and, except as set forth in Schedule 3.5, no vesting, acceleration, or lapse of Repurchase Rights, shall occur with respect to such Unvested Company Shares by reason of the Merger). Therefore, cash otherwise payable pursuant to Section 1.8(a)(i) this Article 3 in exchange for 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 (Shares)Cash”) shall not be payable by Parent at the Effective Time, and shall instead become payable be paid out by Parent on the date that such Unvested Company 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 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 Common Share immediately prior to the Effective Time; Time (subject to the conditions and other terms of such vesting schedule, and provided that if the vesting such conditions and terms are not satisfied and vesting ceases to continue 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)made, 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 other restrictions and other terms of such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure Letter). All amounts payable pursuant to this Section 1.8(a)(ii) 3.5 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. All By virtue of this Agreement, all outstanding Repurchase Rights with respect to Unvested Company Shares that the Company may hold immediately prior to the Effective Time shall be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by 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 such that Repurchase Right immediately prior to the Effective Time. No Time and retaining the Unvested Cash (Shares)into which such Unvested Company Shares have been converted. Following the Effective Time, 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 Parentparent, 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 (Shares) in accordance with this Agreement.

Unvested Company Shares. The payout of cash payment pursuant to clause (i) of Section 1.8(a)(i1.8(a) in exchange for Unvested Company Shares 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, vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, cash otherwise payable pursuant to Section 1.8(a)(i) in exchange for 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 (Shares)Cash”) shall not be payable by Parent (through the Paying Agent) at the Effective Time, and shall instead become payable be paid out directly by Parent on the date that such Unvested share of Company Share 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 and shall otherwise remain (subject to substantially the same conditions and other terms of such vesting schedule, and conditions as were applicable to the underlying Unvested Company Share immediately prior to the Effective Time; provided that if the vesting such conditions and terms are not satisfied and vesting ceases to continue 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)made, 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 other restrictions and other terms of such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure Letter). All amounts payable pursuant to this Section 1.8(a)(ii1.9(a) 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. 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 Repurchase Rights with respect to Unvested Company Shares that the Company may hold immediately prior to the Effective Time shall be assigned to Parent in by virtue of the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by Parent retaining with regard to the Unvested Cash (Shares) 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 such that Repurchase Right immediately prior to the Effective Time. No Following the Effective Time, no Unvested Cash (Shares)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 Parent, 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 (Shares) in accordance with this Agreement.

Unvested Company Shares. The payment of cash payment pursuant to Section 1.8(a)(i1.3(a)(i) in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions, restrictions and vesting arrangements or Repurchase Rights 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 TimeTime or otherwise in connection with, or as a result of, the Transactions). ThereforeAccordingly, cash otherwise payable or issuable pursuant to Section 1.8(a)(i1.3(a)(i) in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)Consideration”) shall be retained by Acquirer and shall not be payable by Parent Acquirer at the Effective Time, and shall instead become payable by Parent on Acquirer on, and only upon the occurrence of the date that such Unvested Company Share Shares 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 other the restrictions and other terms of such vesting schedule and giving effect to any agreement between the applicable terms with respect Continuing Employee and Acquirer in any applicable Offer Letter or any acceleration and/or vesting protections not waived pursuant to acceleration such Offer Letter). Acquirer will make all such required payments to holders of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) Unvested Consideration no later than the last day of the Company Disclosure Letter)calendar month in which such Unvested Consideration would have become vested under the original vesting schedule and in its discretion may make such payments through a paying agent authorized by Acquirer to administer such payments on Acquirer’s behalf. All amounts payable pursuant to this Section 1.8(a)(ii1.3(a)(iv) shall be treated as payment in respect of the sale of such Unvested Company Shares, subject to any required payroll and income tax withholding of Taxes, and shall be paid without interest. A portion of such newly vested cash so distributed may be treated as imputed interest for federal income tax purposes to the extent required under the Code and the regulations 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 Rights”) shall, to the extent assignable by the Company without consent, be automatically assigned to Parent Acquirer in the Merger without any further action and shall thereafter be exercisable by Parent Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective TimeTime (as such may be amended pursuant to the terms of an Offer Letter, as applicable), except that Repurchase Rights may be exercised by Parent Acquirer retaining the Unvested Cash (Shares) 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 such that Repurchase Right immediately prior to the Effective Time. No Unvested Cash (Shares)Consideration, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than ParentAcquirer, 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) Consideration in accordance with this Agreement.

Unvested Company Shares. The payment of cash payment and issuance of Parent Shares pursuant to this Section 1.8(a)(i) 2.3 in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions, restrictions and vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective TimeTime (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 set forth in any applicable restricted stock purchase agreements). Therefore, cash otherwise payable pursuant to this Section 1.8(a)(i) 2.3 in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)Cash”) shall not automatically be payable by Parent at the Effective Time, and shall instead become payable by Parent on the date that such Unvested Company Share 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 and shall otherwise remain (subject to substantially the same restrictions and other terms of such vesting schedule and conditions as were applicable Parent’s policies). The Unvested Cash shall be paid, upon vesting, in the United States Dollars or, for payments made to a Non-U.S. Continuing Employee, the local currency of such Continuing Employee’s permanent residence on the date of payment, which will be converted from United States Dollars according 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 SharesExchange Rate. To the extent vested, Parent shall make, or may in its discretion shall cause 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 become vested, and in its discretion may make such payments through 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 or through Parent’s (Sharesor the Surviving Company’s) 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 system and in no event later than two and one-half accordance with standard payroll practices (2.5) months following the end of the calendar year in which the corresponding Unvested Cash Shares would have become vested (subject to other restrictions and other terms of such vesting schedule and giving effect to the including withholding for applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure LetterTaxes). All amounts payable pursuant to this Section 1.8(a)(ii2.3(b) 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. 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 be, as of the Effective Time, assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may also be exercised by Parent retaining the Unvested Cash (Shares) 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 such that Repurchase Right immediately prior to the Effective Time. No Unvested Cash (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 Parent, 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) or Unvested Parent Shares in accordance with this Agreement.

Unvested Company Shares. The cash payment shares of Acquirer Common Stock issuable pursuant to clause (iii) of Section 1.8(a)(i1.8(a) in exchange for Unvested shares of Company Shares 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, restrictions and vesting arrangements or Repurchase Rights (including acceleration rights) that were applicable to such Unvested Company Shares immediately prior to or at the Effective Time. Therefore, cash otherwise payable the shares of Unvested Acquirer Stock issuable pursuant to clause (iii) of Section 1.8(a)(i1.8(a) in exchange for such Unvested Company Shares will be issued and outstanding immediately prior to in the name of the applicable Company Stockholder but will be held for the benefit of the Company Stockholders by Acquirer at the Effective Time (“Unvested Cash (Shares)”) shall not be payable and released to such holder by Parent at the Effective Time, and shall instead become payable by Parent Acquirer only on the such date that such Unvested Company Share shares would have become vested in full under the vesting schedule in place for such shares. Such Company Stockholders will have all rights with respect to their respective Unvested Acquirer Stock during the period of time in which such shares immediately prior are held by Acquirer, including, without limitation, the right to vote such shares and the right to receive on a current basis any cash dividends or at other distributions made with respect to the Unvested Acquirer Stock (other than a distribution that is not taxable pursuant to Section 305 of 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 transfer restrictions set forth in the last sentence of this Section 1.8(a)(iv). At the Effective Time and shall otherwise remain subject Time, all outstanding rights to substantially the same terms and conditions as were applicable to the underlying repurchase Unvested Company Share Shares that the Company may hold or similar restrictions in the Company’s favor 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 Time (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 (Sharesrights, the “Repurchase Rights”) 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 other restrictions and other terms of such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) of the Company Disclosure Letter). All amounts payable pursuant to this Section 1.8(a)(ii) shall be treated as payment in respect of the sale of such Unvested Company Shares, subject to any required withholding of Taxes, and shall be paid without interest. All outstanding Repurchase Rights shall be assigned to Parent Acquirer in the Merger First Merger, without any action required on the part of any Person, and shall thereafter be exercisable by Parent Acquirer upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that Repurchase Rights may be exercised by 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 such Repurchase Right immediately prior to the Effective Time. No Unvested Cash (Shares), 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 Parent, 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 (Shares) 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 of cash payment pursuant to this Section 1.8(a)(i) 1.3 in exchange for Unvested Company Shares issued and outstanding immediately prior to the Effective Time shall be subject to the same restrictions, restrictions and vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the Effective TimeTime (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 set forth in any applicable restricted stock purchase agreements). Therefore, cash otherwise payable pursuant to this Section 1.8(a)(i) 1.3 in exchange for the Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Shares)Cash”) shall not automatically be payable by Parent Acquirer at the Effective Time, and shall instead become payable by Parent Acquirer on the date that such Unvested Company Share Shares 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 vested. The Unvested Cash (Shares) remains unvested (after giving effect to any accelerated vesting provisions applicable thereto), no cash payments shall be paid, upon vesting, in the United States Dollars or, for payments made in respect to a Non-U.S. Continuing Employee, the local currency of such unvested portion Continuing Employee’s permanent residence on the date 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 Sharespayment. To the extent vested, Parent shall make, or Acquirer may in its discretion shall cause a paying agent authorized by Parent to administer such payments on Parent’s behalf to make, 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 15th day of the calendar year month immediately following the calendar month in which the corresponding such Unvested Cash Shares would have become vested (subject becomes vested, and in its discretion may make such payments through a paying agent authorized by Acquirer to other restrictions and other terms of administer such vesting schedule and giving effect to the applicable terms with respect to acceleration of vesting under any agreement payments on Acquirer’s behalf or through Acquirer’s (or form thereofthe Surviving Corporation’s) set forth on Schedule 2.13(a) of the Company Disclosure Letterpayroll system and in accordance with standard payroll practices (including withholding for applicable Taxes). All amounts payable pursuant to this Section 1.8(a)(ii1.3(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. All outstanding Repurchase Rights shall A portion of such newly vested cash so distributed will be assigned to Parent in the Merger and shall thereafter be exercisable by Parent upon the same terms and subject treated as imputed interest to the same conditions that were in effect immediately prior to extent required under the Effective Time, except that Repurchase Rights may be exercised by Parent retaining Code and 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 such Repurchase Right immediately prior to the Effective Timeregulations promulgated thereunder. No Unvested Cash (Shares), or right thereto, thereto may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than ParentAcquirer, 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 shares of Acquiror Common Stock issuable and cash payment payable pursuant to Section 1.8(a)(i1.9(a)(i) in exchange for Unvested Company Shares issued and outstanding Capital Stock that immediately prior to the First Effective Time constituted Unvested Company Shares shall be subject to the same restrictions, restrictions and vesting arrangements or Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to or at the First Effective Time, and no vesting acceleration shall occur by reason of the Merger or any subsequent event, such as termination of employment (except as specifically set forth herein or pursuant to a Benefits Waiver). Therefore, shares of Acquiror Common Stock otherwise issuable and cash otherwise payable pursuant to Section 1.8(a)(i1.9(a)(i) in exchange for such Unvested Company Shares issued and outstanding immediately prior to the Effective Time (“Unvested Cash (Acquiror Shares)” and “Unvested Acquiror Cash”, respectively) shall not automatically be payable distributable by Parent Acquiror at the First Effective Time, and shall instead become payable distributable by Parent Acquiror on the date that such Unvested Company Share Shares would have become vested under the vesting schedule in place for such shares immediately prior to or at the First 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 other the restrictions and other terms of such vesting schedule schedule), less (in the case of Unvested Acquiror Shares) any amount of such newly vested shares which vest in escrow in accordance with Section 1.1(c)(iii). For administrative convenience, Acquiror may in its discretion make all such required distributions to holders of Unvested Acquiror Shares and giving effect to Unvested Acquiror Cash no later than the applicable terms with respect to acceleration of vesting under any agreement (or form thereof) set forth on Schedule 2.13(a) 15th day of the Company Disclosure Letter)calendar month immediately following the calendar month in which such Unvested Acquiror Shares and Unvested Acquiror Cash becomes vested, and in its discretion may make such distributions through an agent authorized by Acquiror to administer such issuances on Acquiror’s behalf. All amounts payable distributable pursuant to this Section 1.8(a)(ii1.9(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. All A portion of such newly vested cash so paid will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. 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 Rights”) shall be assigned to Parent Acquiror in the Merger First Merger, without any action required on the part of any Person, and shall thereafter be exercisable by Parent Acquiror upon the same terms and subject to the same conditions that were in effect immediately prior to the First Effective Time, except that Repurchase Rights may be exercised by Parent Acquiror retaining either the Unvested Acquiror Shares or Unvested Acquiror Cash (Sharesas 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 such that Repurchase Right immediately prior to the Effective Time. No Unvested Cash (Shares)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 ParentAcquiror, 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 (Shares) following the vesting thereof, in accordance with this Agreement.