Company RSU Consideration definition
Examples of Company RSU Consideration in a sentence
The payment of the Company RSU Consideration will be subject to withholding for all required Taxes pursuant to Section 2.12.
The Acquiring Parties shall cause the Surviving Corporation to pay through the payroll system of the Surviving Corporation (to the extent applicable) to each holder of a Company Equity Award the Company Option Consideration, Company RSU Consideration and Company PSU Consideration, as applicable, less any required withholding Taxes and without interest, within two (2) Business Days following the Effective Time, subject to any requirements under applicable Law.
Following the Effective Time, no such Vested Company RSU that was outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of a Vested Company RSU shall cease to have any rights with respect thereto, except for the right (if any) to receive the Vested Company RSU Consideration in exchange for such Vested Company RSU in accordance with this Section 2.8(a)(i).
The payment of the Company RSU Consideration will be subject to withholding for all required Taxes.
Parent shall cause the Surviving Corporation to pay through the payroll system of the Surviving Corporation (to the extent applicable) to each holder of a Company Equity Award the Company Option Consideration, Company RSU Consideration and Company PSU Consideration, as applicable, less any required withholding Taxes and without interest, within ten (10) Business Days following the Effective Time.
The cash amount of the Company RSU Consideration, Company PSU Consideration and Company Stock Option Consideration are collectively referred to herein as the “Equity Award Consideration”.
For each Company Performance Share Award outstanding at the Effective Time, the actual Company RSU Consideration that will become payable will be determined based on (A) for Company Performance Share Awards issued in 2019, actual performance (measured consistent with the terms of the Company Performance Share Award represented by the Company RSU Consideration) through the end of the applicable performance period and (B) for Company Performance Share Awards issued in 2020 or 2021, target performance.
This result is in line with Reference [18] where the effect of rework occurrence on project cost performance showed significant correlation.
For the avoidance of doubt, solely for purposes of administrative convenience, no payment of cash will be made pursuant to this Section 2.2(d) with respect to the Rollover Company RSU Consideration, the Rollover Company PSU Consideration or the Rollover Company Stock Option Consideration, and such amounts are not included in the Equity Award Consideration.
Subscriber hereby agrees to indemnify the Company, Topco, Parent, Merger Sub and any of their respective subsidiaries or Affiliates (collectively the “Indemnified Parties”) and hold the Indemnified Parties harmless from any and all Liability incurred from any Taxes owed by Subscriber under applicable Law in connection with the actual or deemed payment of the Company RSU Consideration, Company PSU Consideration or Company Stock Option Consideration, as applicable.