Common use of Unvested RSUs Clause in Contracts

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.

Unvested RSUs. (1) Each At the Effective Time, each Company RSU held by a Key Employee or Continuing Service Provider that is unvested, outstanding and unvested as of unsettled immediately prior to the Effective Time and held by a Continuing Employee (after giving effect to any vesting that is contingent upon the completion of the Merger) (each, an “Outstanding Unvested RSU”) shall be converted into and become an RSU to acquire Parent Common Stock, and Parent shall either assume such Company RSU or replace such Company RSU by causing Parent to issue a reasonably equivalent replacement RSU to acquire Parent Common Stock in substitution therefor, subject to the remainder of this Section 1.6(d) (all Outstanding Unvested RSUs that are assumed or replaced pursuant to this Section 1.6(d) are hereafter referred to as “Substitute RSUs”). All rights to acquire shares of Company Common Stock under Substitute RSUs shall thereupon be converted into rights to acquire Parent Common Stock. Accordingly, will, by virtue of from and after the Closing and without further action on the part of the holder thereof, Effective Time: (A) each Substitute RSU may be cancelled and substituted settled solely for the right to receive a number shares of Parent RSUs covering such number of Parent Shares equal to the product of: Common Stock; (xB) the number of shares of Parent Common Stock subject to each Substitute RSU shall be determined by multiplying the number of shares of Company Common Stock that would have been issuable upon vesting of were subject to such Unvested Substitute RSU immediately prior to the Effective Time, multiplied Time by (y) the Exchange Ratio, rounded and rounding the resulting number down to the nearest whole number of shares of Parent Shares. Common Stock; and (2C) The substitute Parent RSUs to be granted pursuant to this Section ‎2.2‎(d), any restriction on the settlement of any Substitute RSU shall be subject to continue in full force and effect and the terms term and conditions vesting schedule (including vesting acceleration) of such Substitute RSU shall otherwise remain unchanged as a result 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 assumption or replacement of such Unvested RSU as in effect immediately prior Substitute RSU. Prior to the Effective Time Time, the Company shall continue take all actions that may be necessary (under the Company Stock Plan and otherwise) to: (A) effectuate the provisions of this Section 1.6(d); and (B) to apply to such Parent RSUs (andensure that, accordingly, Parent RSUs issued in substitution of Unvested RSUs shall be unvested as of immediately from and after the Effective Time, holders of Outstanding Unvested RSUs have no rights with respect thereto other than those specifically provided in this Section 1.6(d). ​ ​ (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 agreementif any.

Unvested RSUs. (1) Each 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 RSU or any holder of Company RSUs, each unvested Company RSU, other than a Non-Employee Director RSU, that is remains outstanding and unvested 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 Continuing Employee then-current service provider) shall be assumed by Parent at the Effective Time, (each, an “Unvested Adjusted RSU”)) and shall be converted into a restricted stock unit to receive, will, by virtue of on substantially the Closing same terms and without further action on conditions as were applicable under 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 corresponding Company Stock that would have been issuable upon vesting of such Unvested RSU immediately prior to the Effective Time, a number of shares of Parent Common Stock equal to the number of Shares that were subject to the corresponding Company RSU immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded and rounding the resulting number down to the nearest whole number of shares of Parent Shares. Common Stock. Any restriction on the settlement of any Adjusted RSU shall continue in full force and effect and the term, settlement terms, vesting schedule (2) The substitute Parent RSUs to be granted pursuant to this Section ‎2.2‎(d), shall be subject to the any vesting acceleration terms and conditions contained in an applicable Employee Plan set forth on Section 3.17(k) of the Parent Equity Plan Company Disclosure Letter) and other material provisions of the Restricted Share Unit agreement to be executed thereunder by corresponding Company RSU or Company 2017 PSU shall otherwise remain unchanged in all material respects as a result of the Person entitled theretoassumption and conversion of such Adjusted RSU, except that the vesting schedule Parent’s board of such Unvested RSU directors or a committee thereof shall succeed as in effect immediately prior to the Effective Time shall continue authority and responsibility of the Company Board or any committee thereof with respect 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 agreementany Adjusted RSU.