Examples of Assumed RSU Award in a sentence
Holdings hereby assumes, as of the Effective Time, all the duties and obligations of A&B under each of the restricted stock unit awards identified in attached Schedule A (the “Assumed RSU Awards”), and each such Assumed RSU Award is hereby converted into the right to receive shares of Holdings Common Stock in accordance with the terms of that award, as adjusted pursuant to the provisions of this Agreement.
The provisions of Paragraph 1 are intended to ensure that the aggregate fair market value of the shares of Holdings Common Stock issuable under each Assumed RSU Award will, immediately after the consummation of the Merger, be equal to the aggregate fair market value, as measured immediately prior to the Merger, of the shares of A&B Common Stock subject to the Assumed RSU Award immediately prior to its assumption hereunder.
In connection with such assumption, the number of shares of Holdings Common Stock subject to each Assumed RSU Award shall, in accordance with the Exchange Ratio, be equal to the same number of shares of A&B Common Stock currently subject to that award as specified in attached Schedule A.
Except as provided in this Section 2.05(b), each Assumed RSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time.
Each Assumed RSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time (including any terms and conditions relating to accelerated vesting upon a termination of the holder’s employment in connection with or following the Merger).
Each Assumed RSU Award shall (i) otherwise be subject to the same terms and conditions (including as to vesting and issuance) as were applicable to the Company RSU Award immediately prior to the Effective Time and (ii) fully accelerate upon a termination without “cause,” for “good reason” or a result of the holder’s death or disability (as such terms are defined in Section 5.6(a) of the Company Disclosure Schedule).
SJW hereby assumes, as of the Effective Time, all the duties and obligations of CTWS under each of the RSU Awards identified on Schedule A (the “Assumed RSU Awards”), and each Assumed RSU Award is hereby converted into the right to receive a cash amount based on the fair market value of shares of SJW Stock in accordance with the terms of that award, as adjusted pursuant to the provisions of this Agreement.
In consideration of the benefits provided by this Section 5(c) with respect to the Assumed Option and the Assumed RSU Award, Executive hereby waives any right Executive may have had or may have with respect to any acceleration of vesting of the Assumed Option and the Assumed RSU Award pursuant to the Amended and Restated Employment Agreement between Executive and Catalyst.
Following the Effective Time, the Parent Board of Directors or a committee thereof shall succeed to the authority and responsibility of the Company Board of Directors or any committee thereof with respect to each Assumed RSU Award.
It is intended that each Assumed RSU Award held by a Continuing Service Provider who is subject to taxation in the United States will be assumed and converted by Parent in a manner that results in such Assumed RSU Award remaining exempt from Section 409A of the Code and this Section 2.05(b)(i) will be construed consistently with such intent.