Restricted Stock Unit Consideration definition

Restricted Stock Unit Consideration has the meaning set for in Section 2.7(c).

Restricted Stock Unit Consideration. Parent shall cause the Surviving Corporation to pay the Restricted Stock Unit Consideration at or reasonably promptly after the Effective Time (but in no event later than five (5) Business Days after the Effective Time). At the Effective Time, each Company PSU shall be cancelled for no consideration. Any aggregate payment of the Restricted Stock Unit Consideration to any holder of Company Restricted Stock Units shall be rounded on a holder-by-holder basis down to the nearest whole cent.

Restricted Stock Unit Consideration means, for each Restricted Stock Unit, the amount equal to the sum of (a) the Closing Restricted Stock Unit Consideration and (b) the product obtained by multiplying (i) the sum of (A) the Per Share Additional Consideration, if any (subject to reduction in respect of the Reduction Amount and the Second Tier Aggregate Catch-Up Option Consideration, if any), and (B) the Per Share Adjusted Earn-Out Amount, if any (subject to reduction in respect of the Earn-Out Holdback Amount and the Unpaid Aditi Earn-Out Holdback Amount, if any), by (ii) the aggregate number of shares of Common Stock subject to such Restricted Stock Unit (rounded down to the nearest whole cent).

Examples of Restricted Stock Unit Consideration in a sentence

• For avoidance of doubt, but without prejudice to the rights to receive Unvested Option Consideration, Unvested SAR Consideration and Unvested Restricted Stock Unit Consideration as set forth in this Section 2.7, Parent will not assume any Company Options, Company SARs or Company Restricted Stock Units.

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

• From and after the Effective Date, the Bidder Group shall cause Nearmap to pay through the payroll system of Nearmap (to the extent applicable) to each holder of a Vested Nearmap Option and Vested Nearmap Restricted Stock Unit, the Vested Nearmap Option Consideration and/or Vested Nearmap Restricted Stock Unit Consideration, as applicable, without interest, on the earlier of (i) five (5) Business Days and (ii) the next regularly scheduled payroll date, in each case, following the Effective Date.

• Promptly after the Effective Time (but in any event, no later than the second (2nd) payroll date after the Effective Time), the Surviving Corporation shall pay through its or its Affiliate’s payroll systems the Stock Option Consideration and Restricted Stock Unit Consideration due pursuant to Section 2.03.

• Following the Closing, Newco shall cause the Surviving Corporation to pay to each holder of Performance Restricted Stock Units, the Restricted Stock Unit Consideration, less any applicable withholding taxes, required to be paid to the holder of such Performance Restricted Stock Units, and payable in accordance with the terms and conditions (if any) of the applicable plan governing such Performance Restricted Stock Units, as described on Schedule 1.4(c)(ii) attached hereto.

• As soon as practicable (and in no event more than thirty (30) calendar days) following the Closing, Newco shall cause the Surviving Corporation to pay to each holder of Restricted Stock Units (other than Performance Restricted Stock Units) the Restricted Stock Unit Consideration, less any applicable withholding taxes, required to be paid to the holder of such Restricted Stock Units.

• The payment of the Restricted Stock Unit Consideration will be subject to withholding for all required Taxes.

• This Agreement is intended (i) to be exempt from the requirements of Code Section 409A by reason of the short-term deferral rule with respect to the payment of the Option Award Consideration, the Restricted Stock Unit Consideration, the Change in Control Payment, the Prorated Bonus, and the Benefits Payment and (ii) to comply with Code Section 409A and its corresponding Treasury Regulations and related guidance issued thereunder with respect to the Gross-Up Payment.

• Dr. Greenblatt, testified vecuronium bromide is a “neuromuscular junction blocking agent” and described the pain caused by its use as “basically, you’re suffocating and you want to breathe, but you can’t because you can’t work you muscles.” (Tr. XXVIII, 507, 510-11).

• Each holder of Company Restricted Stock Units shall receive, subject to the terms and conditions of this Agreement, the Restricted Stock Unit Consideration paid entirely in cash.

More Definitions of Restricted Stock Unit Consideration

Restricted Stock Unit Consideration. Section 2.01(d)(ii)

Restricted Stock Unit Consideration means $0.60 multiplied by the number of shares of Company Common Stock underlying any applicable Company Restricted Stock Unit, less any income or employment tax withholding required under the Code or any provision of state, local or foreign tax Law.