Examples of Unvested Company PSU in a sentence
Notwithstanding anything to the contrary herein, Parent will not assume any Unvested Company PSU.
All Cash Replacement Company PSU Amounts will have the same terms and conditions (including, with respect to vesting and any applicable performance conditions) as applied to the Unvested Company PSU for which they were exchanged, except for terms rendered inoperative by reason of the Transactions or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company PSU Amounts.
The number of Parent Shares subject to such restricted stock unit (rounded up to the nearest whole number) shall be equal to (x) the number of Company Shares subject to such Unvested Company PSU immediately prior to the Effective Time multiplied by (y) the Equity Award Exchange Ratio.
For the avoidance of doubt, any Unvested PSU Consideration payable pursuant to this Section 2.09(c)(ii) shall not be subject to any performance-based vesting requirements and shall be subject solely to the service-based vesting requirements applicable to the applicable Unvested Company PSU as of immediately prior to the Effective Time.
Each Company PSU that is outstanding as of immediately prior to the Effective Time that is not a Vested Company PSU at the Effective Time (each, an “Unvested Company PSU”) will automatically be cancelled and converted into the right to receive an amount in cash, without interest thereon, equal to the product of (i) the Per Share Price, multiplied by (ii) the total target number of Shares subject to such Unvested Company PSU (the “Unvested PSU Consideration”).
Following the Effective Time, no such Unvested Company PSU that was outstanding immediately prior to the Effective Time shall remain outstanding, and each former holder of an Unvested Company PSU shall cease to have any rights with respect thereto, except for the right (if any) to receive a Converted Cash Award in exchange for such Unvested Company PSU in accordance with this Section 2.8(b)(ii).
The Company PSU Portion will be treated as an Unvested Company PSU as set forth in Section 4.5(c)(ii) below.
The number of Company Shares subject to such Unvested Company PSU shall be based upon actual performance as determined by the Company Board (or the appropriate committee thereof) and reasonably agreed to by the Parent Board (or the appropriate committee thereof) as of immediately prior to the Effective Time.
Each Unvested Company PSU or Unvested Company Option that is outstanding as of immediately prior to the Effective Time shall automatically be cancelled and no payment shall be made with respect thereto.
Except as otherwise provided in this Section 2.8, each such Converted Cash Award assumed and converted pursuant to this Section 2.8 will be subject to the same terms and conditions (including time-based vesting conditions, but excluding performance-based vesting conditions) set forth in the applicable award agreement as applied to the corresponding Unvested Company PSU immediately prior to the Effective Time.