Common use of Option Vesting Acceleration Clause in Contracts

Option Vesting Acceleration. In the event of (A) a merger, acquisition or sale transaction by the Company which causes a Change of Control of the Company (the “Control Change”), any stock or similar securities held beneficially by you shall automatically become fully vested. For purposes of definition, Control Change shall mean the occurrence of any of the following events: (i) a majority of the outstanding voting stock of the Company shall have been acquired or beneficially owned by any person (other than Parties) or any two or more persons acting as a partnership, limited partnership, syndicate or other group, entity or association acting in concert for the purpose of voting, acquiring, holding, or disposing of voting stock of the Company; or (ii) a merger or a consolidation of the Company with or into another corporation, other than (A) a merger or consolidation with a subsidiary of the Company, or (B) a merger or consolidation in which the holders of voting stock of the Company immediately prior to the merger as a class hold immediately after the merger at least a majority of all outstanding voting power of the surviving or resulting corporation or its parent; or (iii) a statutory exchange of shares of one or more classes or series of outstanding voting stock of the Company for cash, securities, or other property, other than an exchange in which the holders of voting stock of the Company immediately prior to the exchange as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity with which the Company stock is being exchanged; or (iv) the sale or other disposition of all or substantially all of the assets of the Company, in one transaction or a series of transactions, other than a sale or disposition in which the holders of voting stock of the Company immediately prior to the sale or disposition as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity to which the assets of the Company are being sold; or (B) a transaction relating to a litigation settlement, licensing fee arrangement or sale of intellectual property, then the remaining amount of unvested Warrants held by you shall be immediately vested according to the following terms; Net Amount Percentage of Remaining $10+ million 50% $25+ million 100%