RTEC Rudolph Technologies Inc

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described above, on October 25, 2019, Rudolph and Nanometrics completed their previously announced Merger. As a result of the Merger, Rudolph became a direct wholly-owned subsidiary of Onto Innovation (formerly Nanometrics). At the Effective Time, each issued and outstanding share of common stock of Rudolph, par value $0.001 per share (“Rudolph Common Stock”) (other than shares owned by Rudolph or Nanometrics), was automatically converted into the right to receive 0.8042 (the “Exchange Ratio”) shares of Onto Innovation common stock, par value $0.001 per share (“Onto Innovation Common Stock”), and cash in lieu of any fractional shares of Onto Innovation Common Stock any former holder of Rudolph Common Stock would otherwise be entitled to receive.

At the Effective Time, options to purchase shares of Rudolph Common Stock outstanding immediately prior to the Effective Time (“Rudolph Options”), all of which were fully vested, were assumed by Nanometrics and converted into an option to acquire that number of shares of Onto Innovation Common Stock (each, an “Onto Innovation Option”) equal to the product obtained by multiplying (x) the number of shares of Rudolph Common Stock underlying the applicable Rudolph Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded down to the nearest whole share number of Onto Innovation Common Stock, and with a per share exercise price equal to (A) the per share exercise price applicable to such Rudolph Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, with the resulting exercise price per share rounded up to the nearest whole cent. Each assumed and converted Onto Innovation Option will continue to be governed by substantially the same terms and conditions as were applicable to the Rudolph Option immediately prior to the Effective Time (including the term, exercisability and vesting schedule as were applicable to the Rudolph Option immediately before the Effective Time).

At the Effective Time, each Rudolph time-based restricted stock unit and performance-based restricted stock unit that was outstanding immediately prior to the Effective Time and was not vested (each, a “Rudolph RSU”) was assumed by Nanometrics and converted into an award to receive that number of shares of Onto Innovation Common Stock (each, an “Onto Innovation RSU”) equal to the product of (x) the number of shares of Rudolph Common Stock subject to such Rudolph RSU immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, with the resulting number of Onto Innovation shares rounded up or down to the nearest whole share of Onto Innovation Common Stock. Each assumed and converted Onto Innovation RSU will continue to have, and will be subject to, substantially the same terms and conditions as applied to the applicable Rudolph RSU immediately prior to the Effective Time (including the vesting and settlement schedule(s) as were applicable to the corresponding Rudolph RSU immediately before the Effective Time).

Any share of Rudolph Common Stock underlying a Rudolph RSU that is vested and so is not assumed by Nanometrics, but as to which such underlying share of Rudolph Common Stock was not issued by the Effective Time (including any performance-based Rudolph RSUs) were issued as of immediately prior to the Effective Time and were treated as a share of Rudolph Common Stock issued and outstanding immediately prior to the Effective Time and received the same consideration provided to holders of Rudolph Common Stock, subject to the terms and conditions of the Merger Agreement.