Unvested RSUs Clause Samples

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Unvested RSUs. Upon the terms and subject to the conditions set forth in this Agreement, and without any action on the part of Parent, Acquisition Sub, the Company or any holder of Company RSUs, each unvested Company RSU, other than a Non-Employee Director RSU, that remains outstanding as of immediately prior to the Effective Time (including each Company 2017 PSU as to which the performance criteria has been satisfied or deemed satisfied under Section 2.7(g) of this Agreement and that is held by a then-current
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Unvested RSUs. Your outstanding RSUs that are unvested as of the Merger Effective Time (your “Unvested RSUs”) will be assumed by the Buyer (the “Assumed RSUs”). Each Assumed RSU will continue to be subject to the same terms and conditions, including vesting, set forth in the plan under which the RSU was issued and your individual RSU agreement, except that (i) references to the “Company” or “American Science and Engineering, Inc.” in the plan and your individual RSU agreements will be treated as references to OSI, (ii) the Assumed RSUs will become RSUs to acquire shares of OSI common stock, and (iii) the number of shares of OSI common stock subject to your Assumed RSUs will be adjusted to a number determined by multiplying the number of shares of Company common stock underlying your RSU awards immediately prior to the Merger Effective Time by an exchange ratio (the “Exchange Ratio”) and rounding down to the nearest whole share. The Exchange Ratio is based on the per-share deal price divided by an average closing stock price of OSI shares shortly before the closing date. The Exchange Ratio will equal the “Merger Consideration” (as defined in the Merger Agreement) of $37 per share of Company common stock divided by the average closing sale price of one share of OSI common stock as reported on the Nasdaq Global Select Market for the ten consecutive trading days ending on the date that is two trading days immediately preceding the closing date. By way of example: If, as of the Merger Effective Time, you have 100 unvested RSUs, and the OSI stock price is $55, the calculation would be as follows: Exchange Ratio = $37 divided by $55 = 0.67272728 100 RSUs multiplied by 0.67272728 = 67 RSUs with respect to OSI common stock
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Unvested RSUs. All of the RSUs subject to the Award that are unvested as of the time the vested RSUs are converted and Shares are issued under this Section 11 shall terminate immediately and the Executive shall have no rights hereunder with respect to those unvested RSUs.
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Unvested RSUs. (1) Each Company RSU that is outstanding and unvested as of immediately prior to the Effective Time and held by a Continuing Employee (“Unvested RSU”), will, by virtue of the Closing and without further action on the part of the holder thereof, be cancelled and substituted for the right to receive a number of Parent RSUs covering such number of Parent Shares equal to the product of: (x) the number of shares of Company Stock that would have been issuable upon vesting of such Unvested RSU immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Shares. (2) The substitute Parent RSUs to be granted pursuant to this Section ‎2.2‎(d), shall be subject to the terms and conditions of the Parent Equity Plan and the Restricted Share Unit agreement to be executed thereunder by the Person entitled thereto, except that the vesting schedule of such Unvested RSU as in effect immediately prior to the Effective Time shall continue to apply to such Parent RSUs (and, accordingly, Parent RSUs issued in substitution of Unvested RSUs shall be unvested as of immediately after the Effective Time). ​ ​ (3) The grant of substitute Parent RSUs pursuant hereto shall be conditional upon and subject to the Person entitled thereto executing and timely delivering to Parent a Restricted Share Unit agreement in a form provided by Parent, and performing such further acts and executing such further documents as may reasonably be necessary by Parent to carry out and give full effect to the grant of such Parent RSUs and the provisions of such Parent RSU agreement.
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Unvested RSUs. (a) Upon the occurrence of an Exit Event or a Dissolution that occurs while the Participant continues in the Participant’s status as an employee with respect to the Company or any of its Affiliates, or upon the occurrence of a Qualifying Termination, any unvested RSUs shall become fully vested. (b) If the Participant’s employment with the Company and its Subsidiaries shall have terminated due to the Participant’s death or by the Company due to the Participant’s Disability prior to the first anniversary of the IPO, then a pro-rata portion of the RSUs which are unvested shall become vested, based on the number of days the Participant was employed following the IPO and prior to such termination of employment, divided by 365. This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Invitation Homes Inc., a Maryland corporation (the “Company”), and the Participant (as defined below).
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Unvested RSUs. RSU Award Agreements shall be treated as Executory Contracts under the Plan and deemed assumed on the Effective Date pursuant to sections 365 and 1123 of the Bankruptcy Code; provided, that the Unvested RSUs shall be the only outstanding RSUs under such RSU Award Agreements on the Effective Date (consistent with (b)(ii), above); provided further, that such RSU Award Agreements shall be subject to adjustment by the current Board of Directors of Debtor Core Scientific, Inc. such that the number of New Common Interests deliverable on account of Unvested RSUs, if and when such Unvested RSUs vest, shall be reduced such that it is equal to the proportion of New Common Interests that Holders of Existing Common Interests receive as Plan Distributions on account of their Existing Common Interests (in accordance with the treatment prescribed to Class 12 in section 4.12(b)(i) hereof) as compared to all New Common Interests distributed to all Holders of Claims and Interests under the Plan. Consistent with the Equity Incentive Plans, as and when the Unvested RSUs vest, to satisfy the holder’s withholding tax obligations, the Debtors may reduce the number of New Common Interests that would otherwise be deliverable on account of the assumed RSU Award Agreement and pay the equivalent cash amount to the applicable tax authorities in respect of such tax obligations. On the Effective Date, the Reorganized Debtors shall issue and reserve as treasury stock New Common Interests in an amount sufficient to issue to Holders of Unvested RSUs assuming that all Unvested RSUs will vest, which New Common Interests shall be distributed to the Holders of Unvested RSUs if and when such Unvested RSUs vest; provided, that any New Common Interests distributable to Holders of Unvested RSUs which are later forfeited pursuant to the terms and conditions of the applicable RSU Award Agreement shall be distributed annually, on a Pro Rata Equity Share basis, to the Holders of Claims and Interests in Class 11 and Class 12.
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Unvested RSUs. On December 16, 2019, the Company granted a restricted stock unit award to you representing the right to be issued up to 11,839 shares of Company common stock that vested over a four year period subject to your continued services to the Company (the “▇▇▇▇ ▇▇▇ Award”). In consideration of the compensation, terms and benefits provided to you by this Agreement, you agree that, effective as of the Retention Date, any and all then-outstanding unvested portion of your ▇▇▇▇ ▇▇▇ Award shall be cancelled and forfeited.
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Related to Unvested RSUs

  • RSUs The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

  • Unvested Options Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time and the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, and each such Unvested Option that is not an Assumed Options shall be cancelled for no consideration.

  • Forfeiture of Restricted Stock Units In the event of termination of Employee’s employment with the Company or any employing Subsidiary of the Company for any reason other than (i) normal retirement on or after age 70, (ii) death or (iii) disability (disability being defined as being physically or mentally incapable of performing either the Employee’s usual duties as an Employee or any other duties as an Employee that the Company reasonably makes available and such condition is likely to remain continuously and permanently, as determined by the Company or employing Subsidiary), or except as otherwise provided in the second and third sentences of subparagraph (c) of this Paragraph 2, Employee shall, for no consideration, forfeit all Restricted Stock Units to the extent they are not fully vested.

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.