Replacement RSU Award definition
Examples of Replacement RSU Award in a sentence
Following the Effective Time, no Company RSU Award that was outstanding immediately prior to the Effective Time shall remain outstanding and each former holder of any such Company RSU Award shall cease to have any rights with respect thereto, except the right to receive a Replacement RSU Award pursuant to this Section 3.5(b).
Each Replacement RSU Award will be subject to the same terms and conditions, including vesting and settlement, as applied to the RSU Award for which the Replacement RSU Award was exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are not materially detrimental to the holders are necessary for the administration of the Replacement RSU Awards.
Upon settlement of each Replacement RSU Award, Parent shall withhold shares of Parent Common Stock that would otherwise be issued to the Continuing Employee in satisfaction of any withholding tax obligations of such Continuing Employee; provided, however, that in no event will Parent cause any Continuing Employee to surrender Parent Common Stock in excess of the legally required maximum tax withholding amount.
Such Replacement RSU Award will be subject to the same vesting provisions, terms and conditions as applied with respect your unvested Option.
All of the conversions, adjustments and calculations made pursuant to this Section 3.3(a), including, without limitation, the determination of the number of shares of Parent Common Stock subject to any Parent RSU Award and the payment or settlement of such Parent RSU Award, shall be made in a manner such that the Replacement RSU Award shall, in all respects, be exempt from the requirements of Section 409A of the Code.
The size of the Unvested Replacement RSU Award to be granted to each holder of an Unvested Company RSU in connection with the Closing, shall be set forth on the Closing Consideration Spreadsheet.