Vested RSUs. The Company shall issue or cause there to be transferred to the Participant that number of Shares as determined by the Committee pursuant to Section 1(e) hereof to have vested under this RSU award; provided however, that in lieu of Shares, fractional vested RSUs shall be distributed to the Participant in cash based upon the Fair Market Value of a Share at the time of distribution.
Vested RSUs. RSUs that have satisfied the Time-Based Condition are referred to as “Vested RSUs”.
Vested RSUs. Distribution of RSUs shall be made hereunder only in respect of vested RSUs, and shall be made in Shares on a one-for-one basis; provided, however, that in lieu of Shares, fractional vested RSUs shall be distributed to the Participant in cash based upon the Fair Market Value of a Share at the time of distribution.
Vested RSUs. Upon the terms and subject to the conditions set forth in this Agreement, and without any action on the part of Parent, Acquisition Sub, the Company or any holder of Company RSUs, each Company RSU (or portion thereof) that remains outstanding and is fully vested as of immediately prior to the Effective Time shall not be assumed by Parent and shall be cancelled and automatically be converted at the Effective Time into the right to receive the Merger Consideration in cash for each Share subject to such Company RSU. As of the Effective Time, each holder of a vested Company RSU shall cease to have any rights with respect thereto, except to receive the Merger Consideration in cash for each share subject to such vested Company RSU.
Vested RSUs. Each Company RSU that is outstanding as of immediately prior to the Effective Time (including if such Company RSUbecomes vested by its terms upon the Closing) (“Vested RSU”), will, by virtue of the Closing and without further action on the part of the holder thereof, be cancelled and extinguished and be converted automatically into the right to receive an amount in cash, without interest, equal to (A) the Per Share Consideration (subject to withholding of the Pro Rata Share of the holder thereof in each of the Indemnification Escrow Amount, the Adjustment Escrow Amount and the Expense Fund), as further set forth in the Distribution Spreadsheet, and (B) the right to receive, with respect to each such share, any cash disbursements that may become payable in the future from the Indemnification Escrow Amount, the Adjustment Escrow Amount and the Expense Fund, in accordance with in the terms of this Agreement and the Escrow Agreement. The amount of cash that each holder of Vested RSUs is entitled to receive shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Stock underlying such Company RSUs. Payments for Vested RSUs shall be remitted through the payroll system of the Surviving Corporation or its applicable employer Subsidiary. Such payment shall be paid as soon as administratively practicable following the Effective Time (but no later than the next regularly scheduled payroll following the Effective Time).
Vested RSUs. Except as otherwise agreed to in writing by Newco and a holder of a Vested RSU prior to the Effective Time, at the Effective Time, each Vested RSU shall, without any action on the part of Newco, Merger Sub, the Company or the holder thereof, be cancelled and converted into, and shall become a right to receive, an amount in cash, without interest, equal to the product of (x) the Merger Consideration multiplied by (y) the total number of Shares subject to such Vested RSUs (the “Vested RSU Consideration”). The payment of the Vested RSU Consideration will be subject to withholding (pursuant to net share issuance and withholding) for all required Taxes. The Company agrees to take all action necessary to effect this cancellation of Vested RSUs upon the Effective Time and to give effect to this Section 1.4(c)(ii)(A) (including the satisfaction of the requirements of Rule 16b-3(e) under the Exchange Act). As soon as practicable (and in no event more than thirty calendar days) following the Closing, but subject to any payment timing requirements set forth in the applicable plan and/or any applicable agreements governing the Vested RSUs, Newco shall cause the Surviving Corporation to pay to each holder of Vested RSUs, the Vested RSU Consideration, less any applicable withholding taxes, required to be paid to the holder of such Vested RSUs. The cancellation of an award of Vested RSUs as provided in the first sentence of this Section 1.4(c)(ii)(A) shall be deemed the termination, and satisfaction in full of, any and all rights the holder had or may have had in respect of such award of Vested RSUs.
Vested RSUs. Pursuant to the Restricted Stock Unit Agreement between HBI and Employee dated August 9, 2011 (the “RSU Agreement”), Employee received 97,143 HBI Restricted Stock Units (“RSUs”). As a result of Employee’s involuntary termination without Cause, as stated herein, Employee is entitled to the issuance of 43,429 shares of common stock of HBI (“Shares”) in exchange for his 43,429 Accrued RSUs (as defined in the RSU Agreement) pursuant to Section 4.1 of the RSU Agreement. In addition, in recognition of Employee’s service, the HBI Compensation Committee has approved the accelerated accrual of an additional 19,429 RSUs. Employee is entitled to the issuance of 19,429 Shares in exchange for these additional 19,429 Accrued RSUs pursuant to Section 4.1 of the RSU Agreement. All other RSUs held by Employee other than the 62,858 Accrued RSUs are null and void, and no Shares will be issued in exchange for any such RSUs.
Vested RSUs. The Company shall issue one Share in settlement of each Vested RSU, with any fractional Share settled in cash based on the closing price of a Share on the applicable Settlement Date. The Company shall cause a Share certificate to be delivered to the Participant or the Participant’s electronic account with respect to the Share being issued. The number of Shares delivered shall be net of the number of Shares, if any, withheld pursuant to Section 11.
Vested RSUs. “Vested RSUs” shall mean the RSUs with respect to which the applicable Vesting Period has expired, and any additional RSUs credited to the Participant’s Unit Account in respect of such Vested RSUs.
Vested RSUs. Subject to Sections 1.5(d) and 1.8(h), at the Effective Time, each Company RSU that is vested, outstanding and unsettled immediately prior to the Effective Time (after giving effect to any vesting (including acceleration of vesting) that is contingent upon the completion of the Merger, including, for the avoidance of doubt, with respect to any Company RSU that is not a Substitute RSU and would otherwise be an Outstanding Unvested RSU but for any acceleration of vesting pursuant to Section 11(b) of the Company Stock Plan or pursuant to the restricted stock unit agreement governing the applicable Company RSU) (each, a “Vested RSU”) shall be cancelled and the holder thereof shall be entitled to receive pursuant to this Section 1.6(c), for such holder’s Company Common Stock subject to such Vested RSUs, an amount in cash equal to: (i) the Per Share Amount multiplied by the total number of shares of Company Common Stock subject to such Vested RSU held by such holder; minus (ii) the Per Share Escrow Amount multiplied by the total number of shares of Company Common Stock subject to such Vested RSU held by such holder; minus (iii) the Per Share Expense Fund Amount multiplied by the total number of shares of Company Common Stock subject to such Vested RSU held by such holder; plus (iv) any disbursements of cash required to be made from the Escrow Fund or Expense Fund with respect to such Vested RSU in accordance with Sections 10.5(g), 10.5(h), 10.5(i) and 11.1 and the terms of the Escrow Agreement (in each case, as applicable), as and when such disbursements are required to be made (it being understood once deposited in an account designated by the Securityholders’ Agent, Parent shall have no Liability to any Person in respect of the Expense Fund and each holder of a Vested RSU shall look solely to the Securityholders’ Agent with respect to any payments in respect thereof). Prior to the Effective Time, the Company shall take all action that may be necessary (under the Company Stock Plan or otherwise) to effectuate the provisions of this Section 1.6(c) and to ensure that, from and after the Effective Time, each holder of a Vested RSU cancelled as provided in this Section 1.6(c) shall cease to have any rights with respect thereto, except the right to receive the consideration specified in this Section 1.6(c), if any, without interest.
