Footnotes
ID | footnote |
f1 |
on april 20, 2021, pursuant to the agreement and plan of merger and reorganization, dated as of october 29, 2020 (the "merger agreement"), by and among marvell technology group ltd. ("marvell"), marvell technology, inc. (f/k/a maui holdco, inc.), a wholly owned subsidiary of marvell ("mti"), maui acquisition company ltd, a wholly owned subsidiary of mti ("bermuda merger sub"), indigo acquisition corp., a wholly owned subsidiary of mti ("delaware merger sub"), and inphi corporation ("inphi"), bermuda merger sub merged with and into marvell with marvell as the surviving corporation and a wholly owned subsidiary of mti (the "bermuda merger"), and delaware merger sub merged with and into inphi with inphi as the surviving corporation and a wholly owned subsidiary of mti (the "delaware merger" and, together with the bermuda merger, the "mergers"). |
f2 |
(continued from footnote 1) at the effective time of the delaware merger, each share of common stock of inphi, par value $0.001 per share ("inphi stock"), was automatically converted into the right to receive 2.323 shares of mti stock, par value $0.002 per share ("mti stock") and $66.00 in cash, without interest, plus cash in lieu of any fractional shares of mti stock (the "exchange ratio"). |
f3 |
pursuant to the merger agreement, at the effective time of the delaware merger, the inphi market value stock units ("inphi msu") became vested based on actual performance in accordance with the terms of the award agreement and were cancelled and extinguished. in addition, at the effective time of the delaware merger, the outstanding and vested inphi restricted stock units ("inphi rsus") that had not yet been settled in shares of inphi stock were cancelled and extinguished. the holder of each vested inphi msu and inphi rsu (collectively, the "inphi awards") became entitled to receive mti stock determined by multiplying the number of inphi awards by the exchange ratio, subject to applicable withholdings. |
f4 |
each restricted stock unit represents a contingent right to receive one share of mti stock upon vesting. pursuant to the merger agreement, each of mr. nguyen's inphi rsus that were outstanding and unvested immediately prior to the delaware merger effective time was converted into that number of mti restricted stock units ("mti rsus") (rounded down to the nearest whole share) equal to the product of (i) the number of shares of inphi stock subject to such inphi rsu, multiplied by (ii) 3.6955. such mti rsus are subject to substantially the same terms and conditions as were applicable to such unvested inphi rsus prior to the delaware merger effective time. |
f5 |
the restricted stock units vest on 4/19/2022. |
f6 |
the restricted stock units vest on each of 4/24/2021, 4/24/2022 and 4/23/2023. |
f7 |
the restricted stock units vest on each of 3/1/2022, 3/1/2023 and 3/1/2024. |
f8 |
the restricted stock units vest on each 6/25/2021, 9/24/2021 and 12/24/2021. |
f9 |
the restricted stock units vest on each of 6/1/2021, 9/1/2021, 12/1/2021, 3/1/2022, 6/1/2022, 9/1/2022, 12/1/2022, 3/1/2023, 6/1/2023, 9/1/2023, 12/1/2023, and 3/1/2024. |
f10 |
the restricted stock units vest on each 6/25/2021, 9/24/2021 and 12/24/2021. |