Examples of Acquiror RSUs in a sentence
As of the Effective Time, all Company RSUs will no longer be outstanding and each holder of Acquiror RSUs will cease to have any rights with respect to such Company RSUs, except as set forth in this Section 3.8. For the avoidance of doubt, each holder of an Acquiror RSU as of immediately following the Effective Time shall also be entitled to receive its Pro Rata Share of any Company Earnout Shares in accordance with Section 3.5 hereof.
In addition, to the extent that the Acquiror Common Stock subject to Acquiror RSUs are not already registered on Form X-0, Xxxxxxxx will use commercially reasonable efforts to cause the Acquiror Common Stock subject to such Acquiror RSUs to be registered with the SEC on Form S-8 reasonably promptly following the Closing Date (assuming timely receipt of the Spreadsheet and all signatures, opinions and consents required for such registration statement).
Acquiror RSUs issued pursuant to this Section 6.8(b) shall be subject to the terms and conditions of the Acquiror Plan and the form agreement approved for grant thereunder and shall vest in accordance with the vesting schedule(s) set forth on Schedule 6.8(b).
Acquiror, in consultation with the Key Employees, will determine the Continuing Employees who will be eligible to receive Acquiror RSUs and the number of Acquiror RSUs to be allocated to each such eligible Continuing Employee.
At the Closing, Acquiror will reserve for issuance 1,697,381 shares of Acquiror Common Stock in the aggregate for issuance in the form of Acquiror RSUs to be issued to Continuing Employees as soon as practicable following the Closing Date.
The Post-Closing Acquiror RSUs shall be allocated by Acquirer in consultation with the Company’s Chief Executive Officer.
All Acquiror Shares issuable upon vesting of the Acquiror RSUs and Acquiror PSUs, in accordance with their respective terms, will by duly authorized and validly issued as fully paid and non-assessable and will not be subject to any pre-emptive rights.
Following the Closing Date, in accordance with Acquiror’s standard equity award policies, (a) each recipient of an Equity Bonus Grant will be awarded the number of Acquiror RSUs set forth on Schedule 5.12(a), and (b) each recipient of a Retention Equity Grant will be awarded the number of Acquiror RSUs (the Equity Bonus Grant and the Retention Equity Grant of Acquiror RSUs together the “Employee RSUs”) or Acquiror Restricted Shares as set forth on Schedule 5.12(b) by the Acquiror’s board of directors.
All shares of Acquiror Common Stock subject to issuance pursuant to Acquiror Options, Acquiror RSUs and Acquiror Warrants, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and offered, issued and delivered in compliance with all applicable federal and state securities laws and regulations and the articles of incorporation and bylaws of the Acquiror.
Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the shares of Acquiror Common Stock underlying the Acquiror RSUs that are converted from Company RSUs shall be included in, and shall not be in addition to, the total number of shares of Acquiror Common Stock constituting the Base Purchase Price.