Company RSU Consideration definition

Company RSU Consideration shall have the meaning set forth in Section 3.3(b).
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Company RSU Consideration means, with respect to Company RSUs, one Company Share for each Company RSU.
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Company RSU Consideration has the meaning set forth in Section 2.2(a)(i).
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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.

  • 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 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.

  • The payment of the Company RSU Consideration will be subject to withholding for all required Taxes.

  • 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.

  • 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.

  • The Company RSU Consideration shall remain subject to Vesting and Other Terms, in each case to the Company RSU Award or Company Performance Share Award to which such Vesting and Other Terms relate, and will be paid in accordance with the Vesting and Other Terms.

  • Parent shall, or shall cause the Surviving Corporation to, deliver the Company RSU Consideration to each holder of Company RSUs, less any required withholding Taxes and without interest, within ten (10) Business Days following the Effective Time; provided, to the extent that any payment within such time or on such date would trigger a Tax or penalty under Section 409A of the Code, such payment shall be made on the earliest date that payment would not trigger such Tax or penalty.

  • 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”.

  • The payment of the Company RSU Consideration and the Rollover RSU Award shall be subject to withholding for all Taxes required by Applicable Law.


More Definitions of Company RSU Consideration

Company RSU Consideration has the meaning set forth in Section 2.4(c) to this Agreement.
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Company RSU Consideration means, with respect to Company RSUs, one Company Share for each Company RSU. "Company RSU Net Payment" means one Company Share for each Company RSU, net of applicable source deductions, which shall be the amount obtained by dividing the applicable source deduction in respect of a Company RSU Holder of each Company RSU by the Fair Market Value and rounding up to the nearest whole Company Share.
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Company RSU Consideration is defined in Section 2.8(d) of the Agreement.
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Company RSU Consideration has the meaning set forth in Section 1.9(a).
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Related to Company RSU Consideration

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Company RSU Award means an award of restricted stock units relating to shares of Company Common Stock granted under a Company Equity Incentive Plan (including any dividend equivalent units credited thereon).

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Share Consideration has the meaning given to it in Section 2.2;

  • Company RSUs means any restricted stock units granted under any of the Company Equity Plans.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Company RSU means each restricted stock unit award relating to shares of Company Common Stock granted under any Company Equity Plan that is outstanding immediately prior to the Effective Time and subject solely to service-based vesting requirements.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Scheme Consideration means, in respect of:

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Company Options means any options to purchase shares of Company Common Stock, whether granted pursuant to any of the Company Stock Plans or otherwise.