Examples of Seller Restricted Stock Units in a sentence
No certificate, book-entry share or scrip representing fractional shares of Buyer Common Stock shall be issued upon the surrender for exchange of Old Certificates (or the exchange of Seller Restricted Stock Units), no dividend or distribution with respect to Buyer Common Stock shall be payable on or with respect to any such fractional share interests, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Buyer.
All of the issued and outstanding shares of capital stock (and other equity interest, including Seller Stock Options, Seller Warrants and Seller Restricted Stock Units) of Seller are duly authorized and validly issued and outstanding, and are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Additionally, as of immediately prior to the Effective Time, there will be, in the aggregate, no more than 18,493,177 shares of Seller Common Stock that are either issued and outstanding or reserved for issuance upon the exercise or vesting of Seller Stock Options, Seller Warrants, or Seller Restricted Stock Units.
In addition, at the close of business on the day prior to the date of this Agreement, there were 5,051,109 shares of Seller Common Stock reserved for future issuance in connection with the exercise of Seller Stock Options and Seller Warrants, vesting of Seller Restricted Stock Units and the ESPP, in the case of Seller Stock Options and Seller Restricted Stock Units, subject to adjustment on the terms set forth in the Seller Stock Plans, or any other agreement, resolution or covenant of the Seller Board.
All of such Seller Stock Options, Seller Restricted Stock and Seller Restricted Stock Units have been granted to service providers of Seller and its Subsidiaries in the ordinary course of business pursuant to the Seller Stock Plans.
As of immediately prior to the Effective Time, there will be no more than (I) 780,230 Seller Stock Options Outstanding, (II) 15,312 Seller Warrants Outstanding, and (III) 435,676 Seller Restricted Stock Units.
None of the outstanding shares of capital stock (or other equity interest, including Seller Stock Options, Seller Warrants and Seller Restricted Stock Units) of Seller has been issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities of the current or past shareholders of Seller.
All issued and outstanding shares of Seller Common Stock have been, and all shares of Seller Common Stock that may be issued pursuant to the exercise or vesting, as applicable, of outstanding Seller Stock Options and Seller Restricted Stock Units will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof except as required by Law.
Reasonably before the Closing, Seller shall provide notice (subject to Parent's reasonable review) to each holder of Seller Stock Options and Seller Restricted Stock Units (i) describing the treatment thereof in accordance with this Section 3.4 and (ii) for administrative convenience, prohibiting further exercises of Seller Stock Options after the third (3rd) Business Day before the Closing Date.
Section 3.01(b)(i) of the Seller Disclosure Schedule also sets forth the name of each holder of Seller Restricted Stock Units, the vesting dates and number of units held by such holder.