Adjustments for Stock Splits, Stock Dividends, etc. (a) If from time to time there is any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Founder is entitled by reason of his ownership of the Shares shall be immediately subject to the purchase options, the restrictions on transfer and the other provisions of this Agreement in the same manner and to the same extent as the Shares, and the Option Price shall be appropriately adjusted. (b) Upon the occurrence of any merger, amalgamation or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction, the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such transaction in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with such a transaction, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.
Appears in 4 contracts
Samples: Restricted Stock Agreement (Kiniksa Pharmaceuticals, Ltd.), Restricted Stock Agreement (Kiniksa Pharmaceuticals, Ltd.), Restricted Stock Agreement (Kiniksa Pharmaceuticals, Ltd.)
Adjustments for Stock Splits, Stock Dividends, etc. (a) If from time to time there is any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Founder is entitled by reason of his ownership of the Shares shall be immediately subject to the purchase options, the restrictions on transfer and the other provisions of this Agreement in the same manner and to the same extent as the Shares, and the Option Price shall be appropriately adjusted.
(b) Upon the occurrence of any merger, amalgamation merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction, the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such transaction in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with such a transaction, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.
Appears in 4 contracts
Samples: Restricted Stock Agreement (Trine Acquisition Corp.), Restricted Stock Agreement (OvaScience, Inc.), Restricted Stock Agreement (OvaScience, Inc.)
Adjustments for Stock Splits, Stock Dividends, etc. (a) If from time to time there is any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Founder Employee is entitled by reason of his ownership of the Shares Repurchasable Common Stock shall be immediately subject to the purchase optionsRepurchase Option, and the restrictions on transfer and the other provisions of this Agreement in the same manner and to the same extent as the Shares, and the Option Price shall be appropriately adjustedRepurchasable Common Stock.
(b) Upon the occurrence of any merger, amalgamation merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction, the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Shares were Repurchasable Common Stock is converted into or exchanged for pursuant to such transaction in the same manner and to the same extent as they applied to the Shares Repurchasable Common Stock under this Agreement. If, in connection with such a transaction, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares Repurchasable Common Stock is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.
Appears in 2 contracts
Samples: Employment Agreement (Sourcefire Inc), Employment Agreement (Sourcefire Inc)
Adjustments for Stock Splits, Stock Dividends, etc. (a) If from time to time there is any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the CompanyCorporation, any and all new, substituted or additional securities to which the Founder Purchaser is entitled by reason of his ownership of the Shares shall be immediately subject to the purchase options, the restrictions on transfer and the other provisions of this Agreement in the same manner and to the same extent as the Shares, and the Option Price shall be appropriately adjusted.
(b) Upon the occurrence of any merger, amalgamation merger or consolidation of the Company Corporation with or into another entity as a result of which all of the Common Stock of the Company Corporation is converted into or exchanged for the right to receive cash, securities or other property or any exchange of all of the Common Stock of the Company Corporation for cash, securities or other property pursuant to a share exchange transaction, the repurchase and other rights of the Company Corporation hereunder shall inure to the benefit of the CompanyCorporation’s successor and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such transaction in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with such a transaction, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.
Appears in 2 contracts
Samples: Restricted Stock Purchase Agreement (Oracle Corp), Restricted Stock Purchase Agreement
Adjustments for Stock Splits, Stock Dividends, etc. (a) If at any time, (i) the Company shall subdivide (by any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the Company) its outstanding shares of Common Stock or (ii) the stockholders of the Company receive by reason of any distribution in total or partial liquidation, securities of another corporation pursuant to paragraph (c) below, then as a condition of such reorganization, reclassification or distribution, the Employee shall thereupon have the right to receive, (A) that number of vested shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the Shares which are vested immediately prior to or as a result of such subdivision, reorganization or reclassification and (B) that number of unvested shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the Shares which are unvested immediately prior to such subdivision, reorganization or reclassification.
(b) If from time to time during the term of this Agreement there is any stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Founder Employee is entitled by reason of his ownership of the Shares shall be immediately subject to the purchase options, the restrictions on transfer vesting and the other provisions of this Agreement in the same manner and to the same extent as the Shares, and the Option Price shall be appropriately adjusted.
(bc) Upon If the occurrence of any merger, amalgamation or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is Shares are converted into or exchanged for for, or stockholders of the right to Company receive cashby reason of any distribution in total or partial liquidation, securities of another corporation, or other property or (including cash), pursuant to any exchange of all of the Common Stock merger of the Company for cashor acquisition of its assets, securities or other property pursuant to a share exchange transaction, then the repurchase and other rights of the Company hereunder under this Agreement shall inure to the benefit of the Company’s successor and this Agreement shall apply to the cash, securities or other property which the Shares were converted into received upon such conversion, exchange or exchanged for pursuant to such transaction distribution in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with such a transaction, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrowShares.
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Adjustments for Stock Splits, Stock Dividends, etc. (a) If from time to time there is any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Founder Holder is entitled by reason of his his, her or its ownership of the Restricted Shares shall be immediately subject to the purchase options, the restrictions on transfer and the other provisions of this Agreement in the same manner and to the same extent as the Restricted Shares, and the Option Price shall be appropriately adjusted.
(b) Upon the occurrence of any merger, amalgamation merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction, the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Restricted Shares were converted into or exchanged for pursuant to such transaction in the same manner and to the same extent as they applied to the Restricted Shares under this Agreement. If, in connection with such a transaction, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Restricted Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow.
Appears in 1 contract
Samples: Restricted Stock Agreement (Endurance International Group Holdings, Inc.)
Adjustments for Stock Splits, Stock Dividends, etc.
(a) If from time to time there is any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Founder is entitled by reason of his ownership of the Shares shall be immediately subject to the purchase options, the restrictions on transfer and the other provisions of this Agreement in the same manner and to the same extent as the Shares, and the Option Price shall be appropriately adjusted..
(b) Upon the occurrence of any merger, amalgamation or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction, the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s 's successor and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such transaction in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with such a transaction, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrow..
Appears in 1 contract
Samples: Restricted Stock Agreement (Kiniksa Pharmaceuticals, Ltd.)
Adjustments for Stock Splits, Stock Dividends, etc. (a) If at any time, (i) the Company shall subdivide (by any stock split, stock dividend, stock distribution or other reclassification of the Common Stock of the Company) its outstanding shares of Common Stock or (ii) the stockholders of the Company receive by reason of any distribution in total or partial liquidation, securities of another corporation pursuant to paragraph (c) below, then as a condition of such reorganization, reclassification or distribution, the Employee shall thereupon have the right to receive, (A) that number of vested shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the Shares which are vested immediately prior to or as a result of such subdivision, reorganization or reclassification and (B) that number of unvested shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the Shares which are unvested immediately prior to such subdivision, reorganization or reclassification.
(b) If from time to time during the term of this Agreement there is any stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Founder Employee is entitled by reason of his ownership of the Shares shall be immediately subject to the purchase options, the restrictions on transfer vesting and the other provisions of this Agreement in the same manner and to the same extent as the Shares, and the Option Price shall be appropriately adjusted.
(bc) Upon If the occurrence of any merger, amalgamation or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is Shares are converted into or exchanged for for, or stockholders of the right to Company receive cashby reason of any distribution in total or partial liquidation, securities of another corporation, or other property or (including cash), pursuant to any exchange of all of the Common Stock merger of the Company for cashor acquisition of its assets, securities or other property pursuant to a share exchange transaction, then the repurchase and other rights of the Company hereunder under this Agreement shall inure to the benefit of the Company’s 's successor and this Agreement shall apply to the cash, securities or other property which the Shares were converted into received upon such conversion, exchange or exchanged for pursuant to such transaction distribution in the same manner and to the same extent as they applied to the Shares under this Agreement. If, in connection with such a transaction, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to escrowShares.
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