Common use of Acceleration of Lapse of Repurchase Rights Upon Certain Events Clause in Contracts

Acceleration of Lapse of Repurchase Rights Upon Certain Events. Notwithstanding the provisions of Section 2.2 regarding expiration of the Right of Repurchase, (a) if, prior to a Change of Control, the Company terminates the Purchaser’s Services without Cause or a Constructive Termination occurs at any time prior to the expiration of the Right of Repurchase, then one-fourth (1/4th) of the Shares (or the actual number of Unvested Shares immediately prior to such termination event, if less) will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to such Shares; (b) if, within twelve (12) months following the closing of a transaction which constitutes a Change of Control, the Company terminates the Purchaser’s Services without Cause or a Constructive Termination occurs, then all of the then Unvested Shares held by the Purchaser will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to any of the Shares; or (c) if, more than twelve (12) months following the closing of a transaction which constitutes a Change of Control, the Company terminates the Purchaser’s Services without Cause or a Constructive Termination occurs, then one-fourth (1/4th) of the Shares (or the actual number of Unvested Shares immediately prior to such termination event, if less) will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to such Shares

Appears in 5 contracts

Samples: Stock Purchase Agreement (Jazz Pharmaceuticals Inc), Common Stock Purchase Agreement (Jazz Pharmaceuticals Inc), Stock Purchase Agreement (Jazz Pharmaceuticals Inc)

AutoNDA by SimpleDocs

Acceleration of Lapse of Repurchase Rights Upon Certain Events. Notwithstanding the provisions of Section 2.2 2.1 regarding expiration of the Right of Repurchase, (a) if, prior to a Change of Control, the Company terminates the PurchaserFounder’s Services without Cause or a Constructive Termination occurs at any time prior to the expiration of the Right of Repurchase, then one-fourth (1/4th) of the Shares (or the actual number of Unvested Shares immediately prior to such termination event, if less) will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to such Shares; (b) if, within twelve (12) months following the closing of a transaction which constitutes a Change of Control, the Company terminates the PurchaserFounder’s Services without Cause or a Constructive Termination occurs, then all of the then Unvested Shares held by the Purchaser Founder will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to any of the Shares; or (c) if, more than twelve (12) months following the closing of a transaction which constitutes a Change of Control, the Company terminates the PurchaserFounder’s Services without Cause or a Constructive Termination occurs, then one-fourth (1/4th) of the Shares (or the actual number of Unvested Shares immediately prior to such termination event, if less) will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to such Shares.

Appears in 1 contract

Samples: Stock Restriction Agreement (Jazz Pharmaceuticals Inc)

AutoNDA by SimpleDocs

Acceleration of Lapse of Repurchase Rights Upon Certain Events. Notwithstanding the provisions of Section 2.2 2.1 regarding expiration of the Right of Repurchase, (a) if, prior to a Change of Control, the Company terminates the PurchaserFounder’s Services without Cause or a Constructive Termination occurs at any time prior to the expiration of the Right of Repurchase, then one-fourth (1/4th) of the Shares (or the actual number of Unvested Shares immediately prior to such termination event, if less) will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to such Shares; (b) if, within twelve (12) months following the closing of a transaction which constitutes a Change of Control, the Company terminates the PurchaserFounder’s Services without Cause or a Constructive Termination occurs, then all of the then Unvested Shares held by the Purchaser Founder will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to any of the Shares; or (c) if, more than twelve (12) months following the closing of a transaction which constitutes a Change of Control, the Company terminates the PurchaserFounder’s Services without Cause or a Constructive Termination occurs, then one-fourth (1/4th) of the Shares (or the actual number of Unvested Shares immediately prior to such termination event, if less) will become Vested Shares immediately prior to such termination event, and the Company will have no Right of Repurchase with respect to such Shares

Appears in 1 contract

Samples: Stock Restriction Agreement (Jazz Pharmaceuticals Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!