Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(a) Should the Company exercise the Repurchase Right under Article 5 above with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and the Owner shall have no further rights with respect to such Unvested Shares (or other assets or securities).
(b) As the interest of Stockholder in the Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Article 5 above, the certificates for such vested shares (as well as all other vested assets and securities) shall be released from escrow and delivered to the Owner, if requested by the Owner, in accordance with the following schedule:
(1) Releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals, with the first such annual release to occur twelve (12) months after the Vesting Measurement Date;
(2) Upon Stockholder’s cessation of Service Provider status, any escrowed Shares (or other assets or securities) in which Stockholder is at the time vested shall be promptly released from escrow; and
(3) Upon any earlier termination of the Repurchase Right in accordance with the applicable provisions of Article 5 above, the Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully vested shares or other property.
(c) All Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (b) above shall nevertheless remain subject to the market stand-off provisions of Section 3.3 above and the Company’s Right of First Refusal until such provisions terminate in accordance herewith.
Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for cancellation:
(a) The certificates for Shares (excluding Dividends) shall be released from escrow and delivered to the Owner as the restrictions on the Forfeitable Shares lapse in accordance with the Schedule or as otherwise set forth herein, upon the request of the Owner.
(b) In the event Forfeitable Shares are forfeited hereunder, the certificates representing such forfeited Shares shall be surrendered to the Company.
(c) Notwithstanding anything to the contrary contained in this Section 5.3, all Shares (or other assets or securities) released from escrow in accordance with the provisions of Section 5.3(a) hereof shall nevertheless remain subject to the transfer restrictions set forth in Section 3.3 until such provisions terminate in accordance with their terms.
Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for cancellation:
(a) The certificates for Shares shall be released from escrow (including any Dividends thereon being held in such escrow) and delivered to the Owner after the restrictions on the Forfeitable Shares lapse in accordance with the Schedule(s) or as otherwise set forth herein, upon the written request of the Owner with reasonable advance notice to the Corporate Secretary.
(b) If Forfeitable Shares are forfeited hereunder, then the certificates representing such forfeited Shares (including any Dividends thereon being held in such escrow) shall be surrendered to the Company.
(c) Notwithstanding anything to the contrary contained in this Section 5.3, all Shares (or other assets or securities) released from escrow in accordance with the provisions of Section 5.3(a) shall nevertheless remain subject to the transfer restrictions set forth in Section 3.2 until such restrictions terminate in accordance with the terms of Section 3.2.
Release/Surrender. (a) If the Company exercises the Repurchase Option with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares or the certificates representing such Unvested Shares (together with any other assets or securities issued with respect to such Unvested Shares) shall be delivered to the Company for cancellation, concurrently with the payment to Founder of the amount provided for in Section 3.2(a) above, as applicable, and Founder shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities).
(b) When the Unvested Shares (or any other assets or securities issued with respect to such Unvested Shares) vest in accordance with Section 3.3, the certificates for such Vested Shares shall, at Founder’s request, no more than once in any six month period be promptly released from escrow and delivered to Founder.
(c) All shares released from escrow in accordance with the provisions of Section 4.3(b) nevertheless remain subject to the other provisions of this Agreement and to any Transfer Restriction Agreements.
Release/Surrender. The Common Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment to Owner of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto).
(b) As the Unvested Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule, the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Owner's request, but not more frequently than once every six (6) months; provided, however, that the failure to release the certificates for any Vested Shares solely for administrative reasons only shall not affect such shares' status as Vested Shares.
(c) All Common Shares (or other assets or securities) released from escrow shall nevertheless remain subject to (i) the Company's and the Purchasers first refusal right and the Purchasers' co-sale rights under the Co-Sale Agreement, to the extent such rights have not otherwise lapsed, and (ii) the market stand-off provisions of this Agreement, until such provisions terminate.
Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment to Shareholder of an amount equal to the aggregate Purchase Price for such Unvested Shares, and Shareholder shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto).
(b) Should the Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Shareholder.
Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for cancellation:
(a) The certificates for the Shares (as well as all other corresponding assets and securities) shall be released from escrow and delivered to Party A, if requested by Party A, only upon satisfaction of each and all of the conditions set forth in Section 3(b) hereof.
(b) If any of the conditions shall not have been satisfied (or waived by Party B, at its sole and absolute discretion) by the Outside Date (defined below), the certificates for the Shares (as well as all other corresponding assets and securities) shall be released from escrow and delivered to Party B, and this Agreement shall be terminated in accordance with the terms hereof. For the purposes hereof, the term “Outside Date” means December 31, 2008 (or such later date as may be agreed upon by the parties hereto).
(c) Should the Shares (as well as all other corresponding assets and securities) be released from escrow under the immediately preceding clause, then the escrowed certificates for such Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, and Party B shall have no further rights with respect to such Shares (or other assets or securities).
Release/Surrender. The Common Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment to Owner of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto).
Release/Surrender. The Shares, together with the Distributed ----------------- Property and any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(i) Should the Executive's Unvested Shares be forfeited as provided in Section 3.1 hereof, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, and the Executive shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities).
(ii) As the interest of the Executive in Shares (or any other assets or securities issued with respect thereto) vests in accordance with the provisions of Schedule I, the certificates for such Vested Shares (as well as all other vested assets and securities) shall be released promptly from escrow and delivered to the Executive.
Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(i) Should the Company elect to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those Target Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment of the purchase price for such Target Shares to Holder, and Holder shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities attributable thereto).
(ii) Should the Company elect NOT to exercise the First Refusal Right with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Holder.
(iii) Transfers of Shares to a Beneficial Owner (and any other vested assets and securities attributable thereto) shall be released within thirty (30) days.
