Common use of Reacquisition Right Clause in Contracts

Reacquisition Right. The Company shall simultaneously with the termination of the Participant’s Service automatically reacquire for no consideration all of the Unvested Shares (the “Reacquisition Right”), unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to the Participant (with a copy to Escrow Agent) within ninety (90) days after the termination of Service, and Escrow Agent may then release to the Participant the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its Reacquisition Right as to all of the Unvested Shares, then upon such termination of Service, Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is reacquiring. The Reacquisition Right shall expire when all of the shares have become Vested Shares. Notwithstanding the foregoing, if necessary to avoid a charge to earnings for financial accounting purposes, the Company shall not exercise its Reacquisition Right until at least six (6) months (or such other period required for financial accounting purposes) have elapsed following the Participant’s acquisition of the shares of Stock issued pursuant to this Award, unless otherwise determined by the Board. In the event of a Change of Control or other change in the Company’s capital structure (as provided in Section 5 of the Plan), the Reacquisition Right may be assigned by the Company to the successor of the Company (or such successor’s parent corporation), if any, in connection with such transaction. To the extent the Reacquisition Right remains in effect following such transaction, it shall apply to the new capital stock or other property received in exchange for the Stock under this Award in consummation of such transaction.

Reacquisition Right. The Company shall simultaneously with (i) Subject to the vesting schedule set forth in Section 3(a)(iii), the Shares shall, upon Recipient’s termination of Service (as defined in the Participant’s Service automatically reacquire for no consideration all Plan), be subject to a reacquisition right in favor of the Unvested Shares Company (the “Reacquisition Right”). There shall be no consideration required to be paid for the redemption of shares pursuant to the Reacquisition Right; however, unless the Recipient shall be required to return to the Company agrees any cash dividends paid or payable with respect to waive the Shares underlying the Reacquisition Right and for which the record date precedes the redemption. (ii) Unless Recipient is otherwise notified by the Company prior to the termination of Service that the Company does not intend to exercise its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised , the execution of this Agreement by the Company by parties constitutes written notice to the Participant (with a copy to Escrow Agent) within ninety (90) days after the termination Recipient of Service, and Escrow Agent may then release to the Participant the number of Unvested Shares not being reacquired by the Company. If the Company does not waive ’s intention to exercise its Reacquisition Right as with respect to all of the Unvested Shares, then upon Shares to which such termination of Service, Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is reacquiring. The Reacquisition Right shall expire when all applies. As a result of the shares have become Vested Shares. Notwithstanding the foregoing, if necessary any reacquisition of Shares pursuant to avoid a charge to earnings for financial accounting purposesthis Section 3(a), the Company shall not exercise its Reacquisition Right until at least six (6) months (or such other period required for financial accounting purposes) have elapsed following become the Participant’s acquisition legal and beneficial owner of the shares Shares being redeemed and shall have all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the number of Stock issued pursuant to this Award, unless otherwise determined Shares being redeemed by the Board. In the event of a Change of Control or other change in the Company’s capital structure , without further action by Recipient. (as provided in Section 5 iii) All of the Plan), Shares shall initially be subject to the Reacquisition Right may be assigned Right. Provided that Recipient remains continuously employed by the Company to the successor of the Company (or such successor’s parent corporationcontinues to provide services to the Company as a consultant), if any, in connection with such transaction. To the extent Shares shall be released from the Reacquisition Right remains in effect following on January 20, 2013 so long as holders of the Company’s Series C-12 Convertible Preferred Stock have not redeemed any or all of their shares on or before such transaction, it shall apply to the new capital stock or other property received in exchange for the Stock under this Award in consummation of such transactiondate.