RSU Payments definition

RSU Payments. Section 2.4(c)

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

RSU Payments has the meaning set forth in Section 2.07(c).

RSU Payments means payments by Company or Restricted Junior Payments made by Company to Holdings (i) to reimburse United Online for the purchase of, or for Holdings to purchase, restricted stock or restricted stock units of United Online granted to employees, directors and officers of Holdings, Company and its Subsidiaries for the purpose of satisfying withholding tax obligations related to the vesting of restricted stock or restricted stock units of such employees, directors and officers in an aggregate amount not to exceed $2,500,000 per calendar year and (ii) with respect to (or to reimburse United Online for) dividends and distributions (and similar payments) paid in respect of restricted stock or restricted stock units (and payments to satisfy withholding tax obligations related thereto) of United Online granted to officers, directors or employees of Holdings, Company and its Subsidiaries in an aggregate amount not to exceed $2,500,000 per calendar year.

Examples of RSU Payments in a sentence

• At or promptly after the Effective Time, Parent or Merger Sub will deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration to which holders of Shares will be entitled at the Effective Time pursuant to this Agreement, together with the aggregate Option Payments and RSU Payments (except to the extent that Parent determines to make any such Option Payments or RSU Payments to employees through the payroll of the Surviving Corporation).

• At or immediately after the Effective Time, Parent or Merger Sub will deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration to which holders of Shares will be entitled at the Effective Time pursuant to this Agreement, together with the aggregate Option Payments and RSU Payments (except to the extent that any such Option Payments or RSU Payments are to be made through the payroll of the Surviving Corporation) (collectively, the “Payment Fund”).

• At or promptly after the Effective Time, Parent or the Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration to which holders of Shares shall be entitled at the Effective Time pursuant to this Agreement, together with the aggregate Option Payments, and RSU Payments.

• Each of Parent, the Surviving Corporation and the Paying Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares and from any Option Payments or RSU Payments such amounts as Parent, the Surviving Corporation or the Paying Agent, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable state, local or foreign Tax Law.

• RSU Payments to all other persons shall be remitted through the Company’s or Parent’s accounts payable or (with the consent of the Paying Agent) through the Paying Agent.

• In the event of termination of the Employee’s employment by the Company other than for Cause or in the event of Constructive Termination in either case, before February 5, 2017, the Employee shall be entitled to: (i) immediate and full vesting of all unvested Post-Closing RSU Payments (defined below), less applicable withholdings and deductions, as of the effective date of termination; and (ii) the consideration set forth in Section 4(c) above.

• Parent shall cause the Surviving Corporation to pay through the payroll agent of the Company the applicable Vested Option Payments, Vested RSU Payments and Vested PSU Payments to the applicable holders, in each case, subject to Section 3.2(g).

• Parent shall cause the Surviving Corporation to pay through the Payroll Agent the applicable Option Payments and RSU Payments, if any, to the holders of Company Options and RSUs, in each case, subject to Section 2.05.

• Parent shall cause the Surviving Corporation to pay the applicable Option Payments, RSU Payments, Performance Award Payments and DSU Payments, if any, to the holders of Company Options, RSU Awards, Performance Awards and DSU Awards, subject to Section 2.04.

• Parent shall provide the Surviving Corporation with Cash in an amount sufficient to pay the aggregate amount of the RSU Payments as promptly as practicable after the Effective Time.

More Definitions of RSU Payments

RSU Payments has the meaning set forth in Section 2.4(c) of the Agreement.

RSU Payments shall have the meaning set forth in Section 9.2(b)(xviiixx).

RSU Payments. Section 2.4(b)(ii) “Schedule 14D-9” Section 1.2(a) “Schedule TO” Section 1.1(g)

RSU Payments means the aggregate amount of cash payable to any individual Company RSU Holder pursuant to Section 1.4(b)(iii) and such Company RSU Holder’s RSU Cancellation Agreement.