CORPORATE TRANSACTION/CHANGE IN CONTROL. In the event of any Corporate Transaction, each outstanding option shall automatically accelerate so that each such option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable with respect to the total number of shares of Common Stock at the time subject to such option and may be exercised for any or all of those shares as fully-vested shares of Common Stock. However, an outstanding option shall not so accelerate if and to the extent: (i) such option is, in connection with the Corporate Transaction, either to be assumed by the successor corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof), (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to those option shares or (iii) the acceleration of such option is subject to other limitations imposed by the Plan Administrator at the time of the option grant. The determination of option comparability under clause (i) above shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. All outstanding repurchase rights shall terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Corporate Transaction, except to the extent: (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) in connection with such Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time the repurchase right is issued. Immediately following the consummation of the Corporate Transaction, all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof). Each option which is assumed in connection with a Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction. Appropriate adjust...
CORPORATE TRANSACTION/CHANGE IN CONTROL. HOSTILE TAKE-OVER
CORPORATE TRANSACTION/CHANGE IN CONTROL. All of the Corporation's outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and all the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Corporate Transaction, except to the extent (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) in connection with such Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations imposed in the Stock Issuance Agreement.
CORPORATE TRANSACTION/CHANGE IN CONTROL. A. Upon the occurrence of one or more of the following transactions (a "Corporate Transaction") for which the approval of the Company's shareholders has been obtained:
(i) a merger or acquisition in which the Company is not the surviving entity, except for a transaction of the principal purpose of which is to change the State of the Company's incorporation,
(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any entity other than a Parent or Subsidiary of the Company, or,
(iii) any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company's outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger, the exercisability of this option shall, to the extent it is not otherwise at the time fully exercisable, be automatically accelerated so that such option shall, immediately prior to the specified effective date for the Corporate Transaction, become fully exercisable for all of the Optioned Shares and may be exercised for all or any portion of such shares.
B. This option, to the extent not previously exercised, shall terminate upon the consummation of the Corporate Transaction and cease to be exercisable.
C. Upon the occurrence of one or more of the following transactions (a "Change in Control"):
(i) the acquisition by a person or group of related persons, other than the Company or any person controlling, controlled by or under common control with the Company, of beneficial ownership (as determined pursuant to the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities pursuant to a transaction or series of related transactions which the Board does not approve; or
CORPORATE TRANSACTION/CHANGE IN CONTROL. Immediately prior to the consummation of any Corporate Transaction or Change in Control, the Repurchase Right shall automatically lapse in its entirety, and all Purchased Shares shall immediately vest in full.
CORPORATE TRANSACTION/CHANGE IN CONTROL. In the event of a Corporate Transaction or a Change in Control, the Shares shall immediately vest in full.
CORPORATE TRANSACTION/CHANGE IN CONTROL. To the extent the Option is, in connection with a Corporate Transaction, to be assumed in accordance with Paragraph 6 of the Option Agreement, the Option shall not accelerate upon the occurrence of that Corporate Transaction, and the Option shall accordingly continue, over Optionee’s period of Service after the Corporate Transaction, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, immediately upon an Involuntary Termination of Optionee’s Service within eighteen (18) months following such Corporate Transaction, the assumed Option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that the Option shall become immediately exercisable for all the Option Shares at the time subject to the Option and may be exercised for any or all of those Option Shares as fully vested shares.
CORPORATE TRANSACTION/CHANGE IN CONTROL. Should a Corporate --------------------------------------- Transaction or Change in Control occur during Participant's period of Service, then any new securities or other property (including any cash payments) issued or distributed with respect to the Issued Shares upon consummation of that Corporate Transaction or Change in Control shall be immediately deposited in escrow with the Corporation (or the successor entity) and shall not be released from escrow until the Participant vests in such securities or other property in accordance with the same Vesting Schedule in effect for the Issued Shares under Paragraph C.1 of this Agreement. Upon the Participant's subsequent cessation of Service, one or more of the Issued Shares (or any other securities or property into which the Issued Shares have been converted) shall be subject to accelerated vesting in accordance with the option acceleration provisions, if any of the employment agreement in effect at that time between the Participant and the Corporation.
CORPORATE TRANSACTION/CHANGE IN CONTROL a. In the event of any of the following shareholder-approved transactions to which the Corporation is a party (a "Corporate Transaction"):
(1) a merger or consolidation in which the Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Corporation is incorporated,
(2) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or
(3) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger, this option, to the extent outstanding at such time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the specified effective date for the Corporate Transaction, become exercisable for all the Option Shares at the time subject to this option and may be exercised for all or any portion of such shares as fully- vested shares. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor corporation or parent thereof or replaced with a comparable option to purchase shares of the capital
CORPORATE TRANSACTION/CHANGE IN CONTROL. (a) In the event any of the following transactions (a "Corporate Transaction") should be effected with the affirmative vote of the Company's stockholders:
(i) a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the State in which the Company is incorporated,
(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company, or
(iii) any reverse merger in which the Company is the surviving entity, then the Repurchase Right shall automatically terminate in its entirety, and the Optionee shall accordingly acquire a vested interest in the Purchased Shares, upon the consummation of such Corporate Transaction.
(b) In the event that the following transaction (a "Change in Control") should occur while the Repurchase Right is outstanding: twenty-five percent (25%) or more of the Company's outstanding voting stock is acquired pursuant to a tender or exchange offer (I) which is made by a person or group of related persons other than the Company or a person that directly or indirectly controls, is controlled by or is under common control with the Company and (II) which the Board does not recommend the stockholders to accept, then the Repurchase Right shall automatically terminate in its entirety as of the effective date of the Change in Control, and the Optionee shall accordingly acquire a vested interest in the Purchased Shares.
