Company Restricted Stock Unit Award means an award of restricted stock units granted under any of the Company Equity Plans that does not constitute a Company Performance Stock Unit Award.
Company Restricted Stock Unit Award that is outstanding as of immediately prior to the Effective Time shall vest in full (if not already vested) (it being acknowledged that any Company Restricted Stock Unit Award subject to performance-based vesting terms (each, a “Company Performance Stock Unit Award”) shall vest at the greater of (1) 100% of the target number of shares of Company Common Stock subject to such Company Performance Stock Unit Award as of immediately prior to the Effective Time and (2) the number of shares of Company Common Stock subject to such Company Performance Stock Unit Award as of immediately prior to the Effective Time that is eligible to be paid to the holder based on actual performance as determined as of the last trading day immediately prior to the Effective Time pursuant to the terms of the Company Equity Plans and the award agreement entered into thereunder evidencing such Company Performance Stock Unit Award). Each Company Restricted Stock Unit Award shall be assumed by Parent and shall be converted into a stock unit award with respect to a number of whole shares of Parent Common Stock (rounded to the nearest whole share) (each, a “Parent Restricted Stock Unit Award”) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit Award as of immediately prior to the Effective Time and (ii) the Exchange Ratio. The amount of any cash dividends or other distributions previously credited (but not paid) to the holder thereof in respect of such Company Restricted Stock Unit Award shall be paid to the holder thereof in cash within ten Business Days following the Effective Time. Except as otherwise provided in this Section 2.4(c), each Company Restricted Stock Unit Award assumed and converted into a Parent Restricted Stock Unit Award pursuant to this Section 2.4(c) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Restricted Stock Unit Award as of immediately prior to the Effective Time, and shall be settled on the same settlement date or dates applicable to such Company Restricted Stock Unit Award. In connection with the settlement of Parent Restricted Stock Unit Awards pursuant to this Section 2.4(c), holders of Parent Restricted Stock Unit Awards shall have the right to have shares of Parent Common Stock withheld to satisfy any tax liabilities associated with such settlement.
Company Restricted Stock Unit Award shall have the meaning set forth in Section 1.08(b)(i).
Examples of Company Restricted Stock Unit Award in a sentence
Each Substitute RSU Award issued pursuant to this Section 1.7(e) generally shall be subject to the same terms and conditions (including, without limitation, any time-based vesting schedule) as applied to the related Company Restricted Stock Unit Award in respect of which such Substitute RSU Award was granted, provided that any performance vesting condition shall be waived.
Notwithstanding anything in Section 3.3(a) through Section 3.3(c) to the contrary, but subject to Section 6.1(b), if mutually agreed by the Parties and a holder of any Company Restricted Stock Unit Award, then the terms of such Company Restricted Stock Unit Award shall control (and the applicable provisions of this Section 3.3 shall not apply).
Except as otherwise provided in this Section 2.4(c), each Company Restricted Stock Unit Award assumed and converted into a Parent Restricted Stock Unit Award pursuant to this Section 2.4(c) shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company Restricted Stock Unit Award as of immediately prior to the Effective Time, and shall be settled on the same settlement date or dates applicable to such Company Restricted Stock Unit Award.
Each Company Restricted Stock Unit Award shall be assumed by Parent and shall be converted into a stock unit award with respect to a number of whole shares of Parent Common Stock (rounded to the nearest whole share) (each, a “Parent Restricted Stock Unit Award”) equal to the product of (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Unit Award as of immediately prior to the Effective Time and (ii) the Exchange Ratio.
Here below is a summary of those choices, how to exercise them, and any limitations.
More Definitions of Company Restricted Stock Unit Award
Company Restricted Stock Unit Award is defined in Section 2.9(b) of the Agreement.
Company Restricted Stock Unit Award granted pursuant to the Company’s 2021 Long-Term Incentive Plan, as may be amended from time to time, or any predecessor plan (the “Company Stock Plan”), other than as provided in Section 3.3(b), shall be canceled and converted into an award of restricted stock units in respect of Parent Common Stock (each, a “Parent Restricted Stock Unit Award”) in respect of that number of whole shares of Parent Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (ii) the sum of (A) the Exchange Ratio plus (B) the Parent Stock Cash Equivalent. Each Parent Restricted Stock Unit Award corresponding to a Company Restricted Stock Unit Award outstanding as of the date hereof shall, except as otherwise provided in this Section 3.3(a), be subject to substantially the same terms and conditions as applied to the corresponding Company Restricted Stock Unit Award immediately prior to the Effective Time, except that any performance-based vesting condition that applied to the Company Restricted Stock Unit Award immediately prior to the Effective Time will be treated as having been attained based on target performance, so that such Company Restricted Stock Unit Award will remain solely subject to the time-based vesting requirements in effect for the Company Restricted Stock Unit Award immediately prior to the Effective Time.
Company Restricted Stock Unit Award shall, automatically and without any action on the part of the holder thereof, be converted into a Parent Restricted Stock Unit Award subject to the same terms and conditions as were applicable to such Company Restricted Stock Unit Award immediately prior to the Effective Time (each, an “Adjusted RSU”), with respect to a number of underlying shares of Parent Common Stock determined by multiplying the number of shares of Company Common Stock that were subject to such Company Restricted Stock Unit Award immediately prior to the Effective Time by the Equity Award Exchange Ratio, and rounding the resulting number to the nearest whole number of shares of Parent Common Stock. For purposes of this Agreement, “Equity Award Exchange Ratio” means the sum of (A) the Exchange Ratio and (B) (1) the Cash Consideration divided by (2) the Parent Closing Price.
Company Restricted Stock Unit Award granted pursuant to the Company’s 2021 Long-Term Incentive Plan, as may be amended from time to time, or any predecessor plan (the “Company Stock Plan”), other than as provided in Section 3.3(b), shall be canceled and converted into an award of restricted stock units in respect of Parent Common Stock (each, a “Parent Restricted Stock Unit Award”) in respect of that number of whole shares of Parent Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Company Common Stock subject to such Company Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (ii) the sum of (A) the Exchange Ratio plus (B) the Parent Stock Cash
Company Restricted Stock Unit Award means an award of restricted stock units or deferred stock units granted under any of the Company Equity Plans.
Company Restricted Stock Unit Award shall be converted automatically into a restricted stock unit award or performance unit award (each, an “Adjusted Restricted Stock Unit Award”) with the same terms and conditions as were applicable under such Company Restricted Stock Unit Award immediately prior to the Effective Time, modified as set forth in Section 1.7 of the Company Disclosure Schedule (including time-based vesting terms but excluding performance-based vesting terms), and relating to the number of Parent Common Shares equal to the product of
Company Restricted Stock Unit Award of restricted stock units (“Company Restricted Stock Units”) that is then outstanding under the Company’s 2012 Stock Option and Incentive Plan (the “Company Stock Plan”), whether or not vested, shall be canceled, automatically and without any action on behalf of the holder or beneficiaries thereof, and each holder of any such Company Restricted Stock Unit Award shall receive the Merger Consideration equal to the product of the Exchange Ratio and the number of Company Restricted Stock Units awarded under such Company Restricted Stock Unit Award. Prior to the Effective Time, the Company shall obtain any consents and make any amendments to the Company Stock Plan and the terms of any outstanding awards under the Company Stock Plan as may be necessary to give effect to the transactions contemplated by this Section 1.8.