Common use of Failure to Deliver Granted Shares to be Repurchased Clause in Contracts

Failure to Deliver Granted Shares to be Repurchased. In the event that Unvested Option Shares to be repurchased by the Company under this Agreement are not in the Company’s possession pursuant to Section 2(d) above or otherwise and the Participant or the Participant’s successor in interest fails to deliver such Unvested Option Shares to the Company (or its designee, as the case may be), the Company may elect to (a) establish a segregated account in the amount of the Repurchase Price, such account to be turned over to the Participant or the Participant’s successor in interest upon delivery of such Unvested Option Shares, and (b) immediately take such action as is appropriate to transfer record title of such Unvested Option Shares from the Participant to the Company (or its designee, as the case may be) and to treat the Participant and such Unvested Option Shares in all respects as if delivery of such Unvested Option Shares had been made as required by this Agreement. The Participant hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of effectuating the preceding sentence.