Extract to table

The treatment of unvested RSUs will depend on the specific vesting terms and any acceleration provisions set forth in the applicable award agreements and in Tessera's equity incentive plan, which must be reviewed during due diligence

Required Approval Threshold Under DGCL § 251(c), the merger of Tessera with Acquisition Sub must be approved and adopted by the holders of a majority of the outstanding shares of Tessera common stock entitled to vote thereon

For the merger, this means that the written consent must be signed by holders of a majority of the outstanding shares — i

Notwithstanding the foregoing, several important considerations must be addressed during due diligence: 1

These agreements must be reviewed carefully during diligence

This analysis must be confirmed during diligence based on a review of Tessera's certificate of incorporation and the applicable DGCL provisions and precedent