Common use of Acceleration Upon Change in Control Clause in Contracts

Acceleration Upon Change in Control. Notwithstanding Section 2(a) hereof, if during the term of the Purchase Option there is a Corporate Transaction (as defined below), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event, except to the extent the Purchase Option is to be assigned to the successor corporation (or its parent company) in connection with such Corporate Transaction. To the extent the Purchase Option remains in effect following a Corporate Transaction, it shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares on consummation of the Corporate Transaction, but only to the extent the Shares are at the time covered by the Purchase Option. Appropriate adjustments shall be made to the price per share payable upon the exercise of the Purchase Option to reflect the effect of the Corporate Transaction upon the Company’s capital structure; provided, that the aggregate Option Price shall remain the same. Notwithstanding the foregoing, in the event that (x) the Stockholder’s employment with the Company is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination (as defined below)) during the 60-day period immediately prior to the consummation of the Corporate Transaction, or (y) a successor corporation assumes the Purchase Option in connection with a Corporate Transaction and the either (1) the Stockholder is not employed by the successor corporation, or (2) within 12 months of the effective date of the Corporate Transaction the Stockholder’s employment with such successor corporation is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event.

Acceleration Upon Change in Control. Notwithstanding Section 2(a) hereof, if during the term of the Purchase Option there is a Corporate Transaction (as defined below), then immediately the following provisions shall apply: (i) Immediately prior to the occurrence of such eventevent (i.e., upon the closing of such Corporate Transaction), the Purchase Option relevant Applicable Percentage shall lapse be reduced by 50% with respect to the result that 50% of the Shares that would then be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event, except event shall no longer be considered Unvested Shares subject to the Purchase Option. The remaining Unvested Shares (after implementing the adjustment outlined in the previous sentence) shall vest evenly over the remainder of the original vesting term. (ii) To the extent the Purchase Option is to be assigned to the successor corporation (or its parent company) in connection with such Corporate Transaction. To the extent the Purchase Option Transaction and remains in effect following a Corporate Transaction, it the Purchase Option shall apply to the any new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares on consummation of the Corporate Transaction, but only to the extent the Shares are at the time covered by the Purchase Option. Appropriate adjustments shall be made to the price per share payable upon the exercise of the Purchase Option to reflect the effect of the Corporate Transaction upon the Company’s capital structure; provided, that the aggregate Option Price shall remain the same. Notwithstanding the foregoing, in the event that (x) the Stockholder’s employment with the Company is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination (as defined below)) during the 60-day period immediately prior to the consummation of the Corporate Transaction, or (y) a successor corporation assumes the Purchase Option in connection with a Corporate Transaction and the either (1) the Stockholder is not employed by the successor corporation, or (2) within 12 months of the effective date of the Corporate Transaction the Stockholder’s employment with such successor corporation is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination), then immediately prior to the occurrence of such event, the relevant Applicable Percentage shall be zero, and the Purchase Option shall lapse with respect to 50% of the remaining Unvested Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event. (iii) To the extent the Purchase Option does not remain in effect following a Corporate Transaction with respect to some or all of the Shares, then the relevant Applicable Percentage shall be zero, and the Purchase Option shall lapse, with respect to such Shares.”

Acceleration Upon Change in Control. Notwithstanding Section 2(a) hereof, if during the term of the Purchase Option there is a Corporate Transaction (as defined below), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event, except to the extent the Purchase Option is to be assigned to the successor corporation (or its parent company) in connection with such Corporate Transaction. To the extent the Purchase Option remains in effect following a Corporate Transaction, it shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares on consummation of the Corporate Transaction, but only to the extent the Shares are at the time covered by the Purchase Option. Appropriate adjustments shall be made to the price per share payable upon the exercise of the Purchase Option to reflect the effect of the Corporate Transaction upon the Company’s capital structure; provided, that the aggregate Option Price shall remain the same. Notwithstanding the foregoing, in the event that (x) the Stockholder’s employment Business Relationship with the Company is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination (as defined below)) during the 60-day period immediately prior to the consummation of the Corporate Transaction, or (y) a successor corporation assumes the Purchase Option in connection with a Corporate Transaction and the either (1) the Stockholder Stockholder’s Business Relationship is not employed continued by the successor corporation, or (2) within 12 months of the effective date of the Corporate Transaction the Stockholder’s employment with such successor corporation is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event.

Acceleration Upon Change in Control. Notwithstanding Section 2(a) hereof, if during the term of the Purchase Option there is a Corporate Transaction (as defined below), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event, except to the extent the Purchase Option is to be assigned to the successor corporation (or its parent company) in connection with such Corporate Transaction. To the extent the Purchase Option remains in effect following a Corporate Transaction, it shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares on consummation of the Corporate Transaction, but only to the extent the Shares are at the time covered by the Purchase Option. Appropriate adjustments shall be made to the price per share payable upon the exercise of the Purchase Option to reflect the effect of the Corporate Transaction upon the Company’s capital structure; provided, that the aggregate Option Price shall remain the same. Notwithstanding the foregoing, in the event that (x) the Stockholder’s employment with Stockholder is removed as a director of the Company is terminated for any reason other than for Cause or by as a result of the Stockholder voluntarily (which shall not include a Constructive Termination (as defined below)) Stockholder’s resignation during the 60-day period immediately prior to the consummation of the Corporate Transaction, or (y) a successor corporation assumes the Purchase Option in connection with a Corporate Transaction and the either (1) the Stockholder does not continue or is not employed by elected as a director of the successor corporation, or (2) within 12 months of the effective date of the Corporate Transaction the Stockholder’s employment with Stockholder is removed as a director of such successor corporation is terminated for any reason other than for Cause or by as a result of the Stockholder voluntarily (which shall not include a Constructive Termination)Stockholder’s resignation, then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event.

Acceleration Upon Change in Control. Notwithstanding Section 2(a) hereof, if during the term of the Purchase Option there is a Corporate Transaction (as defined below), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option option on the date of the occurrence of such event, except to the extent the Purchase Option is to be assigned to the successor corporation (or its parent company) in connection with such Corporate Transaction. To the extent the Purchase Option remains in effect following a Corporate Transaction, it shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares on consummation of the Corporate Transaction, but only to the extent the Shares are at the time covered by the Purchase Option. Appropriate adjustments shall be made to the price per share payable upon the exercise of the Purchase Option to reflect the effect of the Corporate Transaction upon the Company’s capital structure; provided, that the aggregate Option Price shall remain the same. Notwithstanding the foregoing, in the event that (x) the Stockholder’s employment with the Company is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination (as defined below)) during the 60-day period immediately prior to the consummation of the Corporate Transaction, or (y) a successor corporation assumes the Purchase Option in connection with a Corporate Transaction and the either (1) the Stockholder is not employed by the successor corporation, or (2) within 12 months of the effective date of the Corporate Transaction the Stockholder’s employment with such successor corporation is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event.

Acceleration Upon Change in Control. Notwithstanding Section 2(a) hereof, if during the term of the Purchase Option there is a Corporate Transaction (as defined below), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event, except to the extent the Purchase Option is to be assigned to the successor corporation (or its parent company) in connection with such Corporate Transaction. To the extent the Purchase Option remains in effect following a Corporate Transaction, it shall apply to the new capital stock or other property (including cash paid other than as a regular cash dividend) received in exchange for the Shares on consummation of the Corporate Transaction, but only to the extent the Shares are at the time covered by the Purchase Option. Appropriate adjustments shall be made to the price per share payable upon the exercise of the Purchase Option to reflect the effect of the Corporate Transaction upon the Company’s capital structure; provided, that the aggregate Option Price shall remain the same. Notwithstanding the foregoing, in the event that (x) the Stockholder’s employment Business Relationship with the Company is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination (as defined below)) during the 60-day period immediately prior to the consummation of the Corporate Transaction, or (y) a successor corporation assumes the Purchase Option in connection with a Corporate Transaction and the either (1) the Stockholder Stockholder’s Business Relationship is not employed continued by the successor corporation, or (2) within 12 months of the effective date of the Corporate Transaction the Stockholder’s employment Business Relationship with such successor corporation is terminated for any reason other than for Cause or by the Stockholder voluntarily (which shall not include a Constructive Termination), then immediately prior to the occurrence of such event, the Purchase Option shall lapse with respect to 50% of the Shares that would be deemed Unvested Shares subject to the Purchase Option on the date of the occurrence of such event.