Continuation of Vesting and Repurchase Rights. If there are any Unvested Company Shares issued and outstanding immediately prior to the Effective Time, then the right to recover or extinguish such Unvested Company Shares under the terms of any Contract with the Company shall be assigned to Acquiror and the cash payable upon conversion of such Unvested Company Shares in the Merger (the “Unvested Cash”) shall be, in place of such Unvested Company Shares, equally subject to such right assigned to Acquiror and shall be withheld by Acquiror and paid without interest to the holders of such Unvested Company Shares if and to the extent such assigned right expires unexercised by Acquiror pursuant to the terms of the applicable Contract with the Company; provided, however, that the Surviving Corporation and Acquiror shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes as required by Applicable Law; provided further, that 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; provided further, that for administrative convenience, Acquiror may in its discretion 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 Company Shares with promissory notes, Unvested Cash which vests shall first be applied towards repayment of accrued interest and then outstanding principal under such promissory notes before being distributed to such holder. The Company shall take all actions that may be reasonably necessary to ensure that, from and after the Effective Time, Acquiror (or its assignee) is entitled to exercise any 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 Company Shares converted into Unvested Cash upon exercise of the applicable right by Acquiror according to the terms of the Contract with the Company governing such Unvested Company Shares as of immediately prior to the Effective Time).
Continuation of Vesting and Repurchase Rights. If any shares of Atom Common Stock or Atom Preferred Stock outstanding immediately prior to the Effective Time are at the Effective Time (a) unvested or are subject to a repurchase option, risk of forfeiture, or any other condition providing that such shares may be forfeited to Atom upon any termination of the shareholder's employment, directorship or other relationship with Atom (and/or any affiliate of Atom) under the terms of any restricted stock purchase agreement, stock option agreement
Continuation of Vesting and Repurchase Rights. If any shares of capital stock of Servicesoft ("SERVICESOFT CAPITAL STOCK") that are outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased by Servicesoft, upon any termination of a stockholder's employment, directorship or other relationship with Servicesoft (and/or any affiliate of Servicesoft), as the case may be, under the terms of any restricted stock purchase agreement or other agreement with Servicesoft, then the Exchange Shares issued upon the conversion of such shares of Servicesoft Capital Stock in the Merger will, subject to compliance with applicable laws, continue to be unvested and subject to the same repurchase options, risks of forfeiture or other conditions following the Effective Time, and the certificates representing such Exchange Shares may accordingly be marked with appropriate legends noting such repurchase options, risks of forfeiture or other conditions. Servicesoft shall take all actions that may be necessary to ensure that, from and after the Effective Time, Broadbase is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
Continuation of Vesting and Repurchase Rights. If any PAPI Shares, PAPT Shares or PAMT Shares that are outstanding immediately prior to the Closing are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased by PAPI, PAPT or PAMT, as the case may be, upon any termination of the stockholders' employment, directorship or other relationship with PAPI, PAPT or PAMT (and/or any affiliate of PAPI, PAPT or PAMT), as the case may be, under the terms of any restricted stock purchase agreement or other agreement with such company that does not by its terms provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the Exchange, then the Acquiror Ordinary Shares issued upon the Exchange with respect to such PAPI Shares, PAPT Shares or PAMT Shares will, subject to compliance with applicable laws, continue to be unvested and subject to the same repurchase options, risks of forfeiture or other conditions following the Closing, and the certificates representing such Acquiror Ordinary Shares may accordingly be marked with appropriate legends noting such repurchase options, risks of forfeiture or other conditions. PAPI, PAMT and PAPT shall take all actions that may be necessary to ensure that, from and after the Closing, Acquiror is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
Continuation of Vesting and Repurchase Rights. If any --------------------------------------------- shares of Velogic Common Stock outstanding immediately prior to the Effective Time are at the Effective Time unvested or are subject to a repurchase option (other than a right of first refusal) or any other condition providing that such shares may be forfeited to Velogic upon any termination of the shareholder's employment, directorship or other relationship with Velogic (and/or any affiliate of Velogic) under the terms of any restricted stock purchase agreement, stock option agreement (including any stock option agreement under the Velogic Plan (as defined in Section 2.3 below)) or other agreement with Velogic ("Unvested Velogic Shares"), then such repurchase option or other condition shall be assigned to Keynote and the shares of Keynote Common Stock issued upon the conversion of such Unvested Velogic Shares in the Merger will continue to be unvested and will continue to be subject to the same repurchase options or conditions, as applicable, immediately following the Effective Time as they were subject to immediately prior to the Effective Time. The certificates representing such shares of Keynote Common Stock shall accordingly be marked with appropriate legends noting such repurchase options or other conditions. Velogic shall take all actions that may be necessary to ensure that, from and after the Effective Time, Keynote is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement (other than a right of first refusal).
Continuation of Vesting and Repurchase Rights. If any shares of Company Common Stock outstanding immediately prior to the Effective Time are at the Effective Time unvested or are subject to a repurchase option (other than a right of first refusal) or any other condition providing that such shares may be forfeited to Company upon any termination of the stockholder's employment, directorship or other relationship with Company (and/or any affiliate of Company) under the terms of any restricted stock purchase agreement, stock option agreement (including any stock option agreement under the Company Plan (as defined below)) or other agreement with Company ("Unvested Company Shares"), then such repurchase option or other condition shall be assigned to Acquirer and the shares of Acquirer Common Stock issued upon the conversion of such Unvested Company Shares in the Merger will be unvested shares and will continue to be subject to the same repurchase options or conditions, as applicable, immediately following the Effective Time as the Unvested Company Shares for which such shares were exchanged were subject to immediately prior to the Effective Time. The cash payable upon conversion of Unvested Company Shares shall be withheld by Acquirer and paid to each such holder upon the vesting of the Acquirer Common Stock issued upon conversion of Unvested Company Shares. The certificates representing unvested shares of Acquirer Common Stock shall accordingly be marked with appropriate legends noting such repurchase options or other conditions. Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Acquirer is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement.
Continuation of Vesting and Repurchase Rights. If there are any Unvested Company Shares or Unvested Company Options issued and outstanding immediately prior to the Effective Time, then the repurchase option, vesting schedule or other condition applicable to such Unvested Company Shares and Unvested Company Options shall be assigned to Acquiror and the shares issuable upon conversion of such Unvested Company Shares and Unvested Company Options in the Merger (the "UNVESTED SHARES") shall be subject to the same restrictions and vesting arrangements that were applicable to such Unvested Shares immediately prior to or at the Effective Time. The Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Acquiror (or its assignee) is entitled to exercise any such repurchase option, vesting schedule or other condition, such that upon termination of service, any Unvested Shares shall be forfeited to, or subject to repurchase by, the Surviving Corporation or Acquiror without compensation to such holder (other than payment of the original purchase price of any Unvested Company Shares in respect of which Unvested Shares have been issued or the original purchase price paid for Unvested Shares, as the case may be).
Continuation of Vesting and Repurchase Rights. If there are any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that may be forfeited to or repurchased by the Company under the terms of any contract with the Company ("Unvested Shares"), then the right to recover or extinguish such Unvested Shares under the terms of any contract with the Company shall be assigned to Buyer 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 Buyer and shall be withheld by Buyer and paid without interest to the holders of such Unvested Shares if and to the extent such assigned right expires unexercised by Buyer pursuant to the terms of the applicable contract with the Company; provided, however, that the Surviving Corporation and Buyer shall be entitled to deduct and withhold from such payments the amount of withholding imposed for Taxes; provided further, that 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. If a Seller holds Unvested Shares, then such
Continuation of Vesting and Repurchase Rights. If any shares of Target Capital Stock outstanding immediately prior to the Effective Time are unvested or subject to a repurchase option, vesting schedule or any other condition providing that such shares may be forfeited to or repurchased by Target upon any termination of the relevant relationship (including employment or directorship) of Target with the holder (or prior holder thereof) under the terms of any restricted stock purchase agreement, stock option agreement (including any stock option agreement under the Target Stock Option Plan) or other agreement with Target (such shares being referred to herein as "Unvested Target Shares"), then such repurchase option, vesting schedule or other condition shall be assigned to Acquiror and the shares of Acquiror Common Stock issued upon the conversion of such Unvested Target Shares in the Step One Merger shall continue to be unvested and shall continue to be subject to the same repurchase options, vesting schedules or other conditions, as applicable, immediately following the Effective Time as they were subject to immediately prior to the Effective Time. The certificates representing such shares of Acquiror Common Stock shall accordingly be marked with appropriate legends noting such repurchase options, vesting schedules or other conditions. Target shall take all actions that are reasonably necessary to ensure that, from and after the Effective Time, Acquiror (or its assignee) shall be entitled to exercise any such repurchase option, vesting schedule or other right set forth in any such restricted stock purchase agreement, vesting schedule or other agreement.
Continuation of Vesting and Repurchase Rights. If any shares of SLC Common Stock that are outstanding immediately prior to the Effective Time (a) are subject to a repurchase option (other than a right of first refusal), risk of forfeiture, or other condition providing that such shares may be forfeited or repurchased by SLC upon any termination of the stockholder's employment, directorship, consultancy or other relationship with SLC (and/or any affiliate of SLC) under the terms of any restricted stock purchase agreement or other agreement with SLC that does not by its terms provide that such repurchase option, risk of forfeiture or other condition lapses automatically upon consummation of the Merger ("UNVESTED SLC SHARES") or (b) are subject to a contractual restriction on the transfer of such shares, other than a right of first refusal ("RESTRICTED SLC SHARES"), then the shares of HNC Common Stock issued upon the conversion of such Unvested SLC Shares or Restricted SLC Shares in the Merger will continue to be unvested and will continue to be subject to the same repurchase options,
