Form of RSU Assumption AgreementRsu Assumption Agreement • April 20th, 2012 • Proofpoint Inc • Services-computer processing & data preparation
As you may be aware, Proofpoint, Inc. (“Proofpoint”) is intending to acquire NextPage, Inc. (“NextPage”) pursuant to an Agreement and Plan of Reorganization, dated on or about December 16, 2011 (the “Merger Agreement”), among ProofPoint, Nucleus Acquisition Corp., a wholly owned subsidiary of ProofPoint (“Merger Sub”), the Company and the Stockholders’ Agent, with the result that, subject to the terms and conditions therein, Merger Sub will merge with and into the Company, with the Company surviving and becoming a wholly owned subsidiary of Acquiror (the “Merger”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement, a copy of which has been enclosed for your reference.
MKS INSTRUMENTS, INC. RSU ASSUMPTION AGREEMENT FOR EMPLOYEES OUTSIDE OF THE UNITED STATES NEWPORT CORPORATION AMENDED AND RESTATED 2011 STOCK INCENTIVE PLANRsu Assumption Agreement • May 6th, 2016 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
WHEREAS, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), has acquired Newport Corporation, a Nevada corporation (“Newport”), through the merger of a wholly owned MKS subsidiary into Newport (the “Merger”) pursuant to the Agreement and Plan of Merger, by and among MKS, Newport and such subsidiary dated as of February 22, 2016, as may be amended from time to time (the “Merger Agreement”).
MKS INSTRUMENTS, INC. RSU ASSUMPTION AGREEMENT FOR U.S. EMPLOYEES NEWPORT CORPORATION AMENDED AND RESTATED 2011 STOCK INCENTIVE PLANRsu Assumption Agreement • May 6th, 2016 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
WHEREAS, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), has acquired Newport Corporation, a Nevada corporation (“Newport”), through the merger of a wholly owned MKS subsidiary into Newport (the “Merger”) pursuant to the Agreement and Plan of Merger, by and among MKS, Newport and such subsidiary dated as of February 22, 2016, as may be amended from time to time (the “Merger Agreement”).
MKS INSTRUMENTS, INC. RSU ASSUMPTION AGREEMENT FOR EMPLOYEES OUTSIDE OF THE UNITED STATESRsu Assumption Agreement • February 26th, 2019 • MKS Instruments Inc • Industrial instruments for measurement, display, and control
WHEREAS, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), has acquired Electro Scientific Industries, Inc., an Oregon corporation (“ESI”), through the merger of a wholly owned MKS subsidiary into ESI (the “Merger”), pursuant to the Agreement and Plan of Merger by and among MKS, ESI and such subsidiary dated as of October 29, 2018, as may have been amended from time to time (the “Merger Agreement”).
