Director RSU definition
Examples of Director RSU in a sentence
At the Effective Time, each Director RSU (whether or not vested) that is outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive the Merger Consideration in accordance with Section 2.1 as if such Director RSU had been settled in shares of Company Common Stock immediately prior to the Effective Time (the “Director RSU Consideration”).
Notwithstanding anything herein to the contrary, with respect to any Director RSU that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that the Company determines prior to the Effective Time is not eligible to be terminated in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(B), such payment will be made at the earliest time permitted under the applicable Company Benefit Plan that will not trigger a Tax or penalty under Section 409A of the Code.
At or prior to the Closing, Parent shall deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the Option Consideration as well as the cash portion of any Director RSU Consideration, and PSU Consideration owed to applicable holders of Company Options, Company Director RSUs and Company PSUs pursuant to Section 2.8(d), Section 2.8(b)(ii) and Section 2.8(c), respectively.
Immediately after the exchange, each Company RSU (that is not a Non-Employee Director RSU) will be cancelled.
At the Effective Time, each restricted stock unit granted under a Stock Plan that is outstanding immediately prior to the Effective Time which is held by a non-employee member of the Board of Directors of the Company (each, a “Director RSU”) shall be cancelled in exchange for the right to receive a lump sum cash payment equal to the product of (i) the Merger Consideration, without interest, and (ii) the number of shares of Class A Common Stock subject to such Director RSU.
As of the date of this proxy statement, 157,466 RSUs were outstanding under the RSU Plan and no RSUs were outstanding under the Director RSU Plan.
At the Effective Time, each restricted stock unit granted under a Stock Plan that is not a Director RSU and that is outstanding immediately prior to the Effective Time (each, an “Unvested RSU”) shall be converted to a right to receive a cash payment equal to the product of (i) the Merger Consideration, without interest, and (ii) the number of shares of Class A Common Stock subject to such Unvested RSU (each, a “Restricted Cash Account”).
Any Company RSU held by a non-employee member of the Company Board that is outstanding as of immediately prior to the Effective Time (each, a “Non-Employee Director RSU”), whether vested or unvested, shall not be assumed by Parent and shall instead become fully vested as of immediately prior to the Effective Time and then cancelled and automatically be converted at the Effective Time into the right to receive the Merger Consideration in cash for each Share subject to such Non-Employee Director RSU.
All such payments with respect to each Director RSU shall be made by the Surviving Corporation as promptly as reasonably practicable following the Effective Time (and in all events no later than the later of (A) ten (10) Business Days following the Effective Time and (B) the last day of the Surviving Corporation’s first regular payroll cycle following the Closing).
As of the Effective Time, each holder of a Non-Employee Director RSU shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in cash for each Share subject to such Non-Employee Director RSU.