Xactly Corporation (NYSE:XTLY) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
| (B) | for any Company RSU that is not a Vested Company RSU or an Additional Vesting Company RSU (each, an “Unvested Company RSU”), a cash amount, without interest, equal to (1) the Per Share Merger Consideration multiplied by (2) the total number of shares of Company Common Stock subject to such Unvested Company RSU immediately prior to the Effective Time, which cash amount will vest and be payable at the same time as the Unvested Company RSU for which such cash amount was exchanged would have vested to its terms, subject to any required withholding for applicable taxes and subject to the holder’s continued employment with the Parent and its affiliates (including Xactly and its subsidiaries) through the applicable vesting dates (such amount, the “Cash Replacement Company RSU Amount”); provided, however, that the payment of such Cash Replacement Company RSU Amount may be accelerated in the event the holder’s employment with Xactly is (i) terminated without “cause” within twelve months following the Closing Date (provided that this clause (i) will not apply if the following clause (ii) could apply) or (ii) is a party to a change of control severance agreement, offer letter, employment agreement or any other agreement or contract that provides for vesting acceleration of such holder’s Company RSUs and has a qualifying termination of employment under such agreement, letter, or contract, in each case, subject to the holder satisfying certain conditions. |
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ExhibitNo. |
Description |
| 3.1 | Amended and Restated Certificate of Incorporation of Xactly Corporation. |
| 3.2 | Amended and Restated Bylaws of Xactly Corporation. |
| 99.1 | Press Release of Xactly Corporation dated July31, 2017. |
Xactly Corp ExhibitEX-3.1 2 d435275dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XACTLY CORPORATION ARTICLE ONE The name of the corporation is Xactly Corporation (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center,…To view the full exhibit click here
About Xactly Corporation (NYSE:XTLY)
Xactly Corporation is a provider of cloud-based incentive compensation solutions for employee and sales performance management. The Company delivers its solutions through a software-as-a-service (SaaS) business model. The Company has a customer base, including companies in various industries, such as business and financial services, communications, life sciences, media and Internet, SaaS and traditional software, and retail. Its SaaS solutions are delivered through a cloud-based platform. Its solutions support finance, sales, compensation administrators, information technology and human resources personnel in designing, processing and managing incentive compensation. The Company offers products, including Xactly Incent Enterprise, Xactly Incent Express, Xactly Objectives, Xactly Territories, Xactly Insights, Xactly Quota, Xactly Incent Views, Xactly Inspire and Xactly Connect.
