Common use of Unvested Shares Clause in Contracts

Unvested Shares. Notwithstanding any provision of the Stockholders Agreement to the contrary, in the event of the voluntary or involuntary termination of the Stockholder's employment with the Company and its subsidiaries, for any or no reason before all of the Shares have become Vested Shares (after giving effect to the vesting of any Unvested Shares in connection with such termination in accordance with Section 3), the Company shall, upon and from the date of such termination, as reasonably fixed and determined by the Company (the "TERMINATION DATE"), have an irrevocable, exclusive right, but not the obligation, to repurchase all or any number of the Unvested Shares at an aggregate purchase price equal to $1.00. The Company shall be deemed to have exercised its right to repurchase under this Section 4(a)(i) as of the forty-fifth (45th) day after the Termination Date, unless the Company delivers written notice to the Stockholder or the Stockholder's Legal Representative, with a copy to the Escrow Holder referred to in Section 5 below, prior to such date of the Company's election not to exercise its repurchase right under this Section 4(a)(i). The closing of the repurchase by the Company of all or any of the Unvested Shares pursuant to this Section 4(a)(i) shall take place at the offices of the Company sixty (60) days after the Termination Date. At such closing, the Stockholder shall deliver to the Company the certificates or other instruments evidencing the number of Unvested Shares to be repurchased, free and clear of all liens, claims, charges, security interests, and other encumbrances, duly endorsed for transfer or accompanied by duly executed stock powers. Upon receipt of such certificates or instruments, the Company shall pay to the Stockholder the amount of the purchase price for the Shares being repurchased. Notwithstanding anything in this Agreement (including, without limitation, this Section 4(a) or Section 3) expressed or implied to the contrary, the right to repurchase granted to the Company under this Section 4(a) shall apply to any and all Unvested Shares that are outstanding on the Termination Date despite the fact that from and after the Termination Date any or all of such Unvested Shares are, or are scheduled to be, Vested Shares by operation of the provisions of Section 3 hereof (except as provided in Section 3 with respect to the termination of the Stockholder's employment by the Company without Cause or by reason of the Stockholder's death or Disability).

Unvested Shares. Notwithstanding If there are any provision shares of Company Common Stock that may be forfeited to or repurchased by Company under the Stockholders Agreement to the contrary, in the event of the voluntary or involuntary termination of the Stockholder's employment with the Company and its subsidiaries, for any or no reason before all of the Shares have become Vested Shares (after giving effect to the vesting terms of any Unvested Shares in connection Contract with such termination in accordance with Section 3), the Company shall, upon and from the date of such termination, as reasonably fixed and determined by the Company (the "TERMINATION DATE"), have an irrevocable, exclusive right, but not the obligation, to repurchase all or any number of the Unvested Shares at an aggregate purchase price equal to $1.00. The Company shall be deemed to have exercised its right to repurchase under this Section 4(a)(i) as of the forty-fifth (45th) day after the Termination Date, unless the Company delivers written notice to the Stockholder or the Stockholder's Legal Representative, with a copy to the Escrow Holder referred to in Section 5 below, prior to such date of the Company's election not to exercise its repurchase right under this Section 4(a)(i). The closing of the repurchase by the Company of all or any of the Unvested Shares pursuant to this Section 4(a)(i) shall take place at the offices of the Company sixty (60) days after the Termination Date. At such closing, the Stockholder shall deliver to the Company the certificates or other instruments evidencing the number of Unvested Shares to be repurchased, free and clear of all liens, claims, charges, security interests, and other encumbrances, duly endorsed for transfer or accompanied by duly executed stock powers. Upon receipt of such certificates or instruments, the Company shall pay to the Stockholder the amount of the purchase price for the Shares being repurchased. Notwithstanding anything in this Agreement (including, without limitation, this Section 4(aany restricted stock purchase agreement) or Section 3(“Unvested Shares”) expressed or implied that are issued and outstanding immediately prior to the contraryEffective Time, then the right to repurchase granted recover or extinguish such Unvested Shares under the terms of any Contract with Company shall be assigned to Acquiror and the cash payable upon conversion of such Unvested Shares in the Merger (the “Unvested Cash”) shall be, in place of such Unvested Shares, equally subject to such right assigned to Acquiror and shall be withheld by Acquiror and paid (in respect of the cash portion, without interest) to the Company under this Section 4(a) shall apply to any and all holders of such Unvested Shares if and to the extent such assigned right expires unexercised by Acquiror pursuant to the terms of the applicable Contract with Company; provided, however, that are (i) the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes (as defined in Section 3.15(a)) as required by any applicable Legal Requirements; (ii) a portion of such newly vested cash so distributed may be treated as imputed interest and will be so treated to the extent required under the Code and the regulations promulgated thereunder; (iii)Acquiror shall make all such required payments of newly vested cash according to its normal payroll schedule following the date within a month upon which such cash became vested. Notwithstanding the foregoing, if any such holder paid for Unvested Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding on the Termination Date despite the fact principal under such promissory notes before being distributed to such holder. Company shall take all actions that may be reasonably necessary to ensure that, from and after the Termination Date Effective Time, Acquiror (or its assignee) is entitled to exercise any or all such right assigned hereunder, such that any Unvested Cash shall be returned to Acquiror without payment to such holder (other than payment of the original purchase price of any Unvested Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with Company governing such Unvested Shares are, or are scheduled to be, Vested Shares by operation as of the provisions of Section 3 hereof (except as provided in Section 3 with respect immediately prior to the termination of the Stockholder's employment by the Company without Cause or by reason of the Stockholder's death or DisabilityEffective Time).

Unvested Shares. Notwithstanding The shares of Company Capital Stock that are subject to a repurchase option or any provision of other condition providing that such shares may be forfeited to, or repurchased by, the Stockholders Agreement to the contrary, in the event of the voluntary or involuntary Company upon any termination of the Stockholder's employment employment, directorship or other relationship with the Company and its subsidiaries, for any or no reason before all of the holder of such shares under the terms of any restricted stock purchase agreement or other agreement with the Company (such shares being referred to herein as “Unvested Company Shares” and such repurchase options or other conditions being referred to herein as “Repurchase Rights”), then the Merger Consideration payable upon the conversion of such Unvested Company Shares have in the Merger as provided in Section 1.6(b)(ii) will be unvested (such cash being referred to herein as “Unvested Cash” and such Purchaser Common Stock being referred to herein as “Unvested Parent Common Stock”) and will be subject to the same Repurchase Rights that were applicable to such Unvested Company Shares immediately prior to the Effective Time. The Surviving Corporation will hold all Unvested Cash and Unvested Parent Common Stock with respect to an Unvested Company Share until such cash and Parent Common Stock vests in accordance with the underlying Repurchase Right (any such vested cash being referred to herein as “Vested Cash” and such Purchaser Common Stock being referred to herein as the “Vested Parent Common Stock”), and will become payable by the Surviving Corporation and paid within thirty (30) days of becoming due and owing to the holder; provided, however, that the portion of the Escrow Cash Amount and Escrow Stock Amount attributable to such Unvested Company Shares shall be deposited with the Escrow Agent and shall constitute the “Unvested Escrow Amount”. A portion of Vested Shares (after giving effect Cash and Vested Parent Common Stock distributed to the holder upon vesting will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. In the event that the service of a holder of an Unvested Company Share outstanding immediately prior to the Effective Time terminates prior to the vesting of such right (or a portion thereof), or the holder of such Unvested Company Share otherwise ceases to be entitled to further vesting with respect to such Unvested Company Share, the Surviving Corporation shall have no further obligations to make payments to such holder for any unvested portion of such Unvested Company Share and any such amounts shall be retained by the Surviving Corporation. However, such holder shall still be entitled to receive, in respect of the portion of holder’s Unvested Company Shares in connection with that vested prior to such termination in accordance of service or other event, any amounts payable or issuable with Section 3), respect to the Company shall, upon and from the date of such termination, as reasonably fixed and determined by the Company (the "TERMINATION DATE"), have an irrevocable, exclusive right, but not the obligation, to repurchase all or any number portion of the Unvested Shares at an aggregate purchase price equal to $1.00. The Company shall be deemed to have exercised its right to repurchase rights under this Section 4(a)(i) as 1.6(b)(iii), if any, that vested prior to or upon such termination of the forty-fifth (45th) day after the Termination Date, unless the Company delivers written notice service or other event. Prior to the Stockholder or the Stockholder's Legal Representative, with a copy to the Escrow Holder referred to in Section 5 below, prior to such date of the Company's election not to exercise its repurchase right under this Section 4(a)(i). The closing of the repurchase by the Company of all or any of the Unvested Shares pursuant to this Section 4(a)(i) shall take place at the offices of the Company sixty (60) days after the Termination Date. At such closing, the Stockholder shall deliver to the Company the certificates or other instruments evidencing the number of Unvested Shares to be repurchased, free and clear of all liens, claims, charges, security interests, and other encumbrances, duly endorsed for transfer or accompanied by duly executed stock powers. Upon receipt of such certificates or instrumentsEffective Time, the Company shall pay take all action that may be reasonably necessary (under the Plans or otherwise) to effectuate the Stockholder the amount provisions of the purchase price for the Shares being repurchased. Notwithstanding anything in this Agreement (including, without limitation, this Section 4(a1.6(b)(iii) or Section 3) expressed or implied to the contraryensure that, the right to repurchase granted to the Company under this Section 4(a) shall apply to any and all Unvested Shares that are outstanding on the Termination Date despite the fact that from and after the Termination Date any or all Effective Time, each holder of such a Unvested Shares are, or are scheduled Company Share that was outstanding immediately prior to be, Vested Shares by operation of the provisions of Section 3 hereof (except Effective Time that was cancelled as provided in this Section 3 1.6(b)(iii) shall cease to have any rights with respect thereto, except the right to receive the consideration specified in this Section 1.6(b) without interest. In the event the Surviving Corporation or Purchaser exercises its Repurchase Right with respect to the termination any portion of the Stockholder's employment by Unvested Escrow Amount, then the Company without Cause Surviving Corporation or by reason Purchaser shall provide notice to the Escrow Agent that such Repurchase Right has been exercised, the amount of cash and Parent Common Stock of the Stockholder's death Unvested Escrow Amount that is being repurchased (the “Repurchase Notice”) and promptly upon receipt of such Repurchase Notice, the Escrow Agent shall release that portion of the Unvested Escrow Amount set forth in the Repurchase Notice to the Surviving Corporation or Disability)Purchaser. For clarification purposes only, such Repurchase Notice shall not require the consent or signature of the Representative.