Single Trigger Acceleration Sample Clauses

Single Trigger Acceleration. Notwithstanding the foregoing, the vesting of the Unvested Shares shall accelerate such that the Repurchase Option in Section 3(a) shall lapse as to 100% of the Unvested Shares, effective as of immediately prior to consummation of a Change of Control. As used in this Agreement, “Change of Control” means (1) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below), (2) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (3) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s Board of Directors. An “Excluded Entity” means a corporation, limited liability company or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s, limited liability company’s or other entity’s voting securities outstanding immediately after such transaction.

Single Trigger Acceleration. Notwithstanding the foregoing, the vesting of the Shares shall accelerate such that the Repurchase Option in Section 3(a) shall lapse as to % of the Shares then unvested, effective as of immediately prior to consummation of a Triggering Event (as defined below).] OR [Double Trigger Acceleration: Notwithstanding the foregoing, if Purchaser is Involuntarily Terminated (as defined below) by the Successor Corporation (as defined below) in connection with or within month(s) following the consummation of a Triggering Event (as defined below), then the vesting of any Shares subject to the Repurchase Option that was assumed by the successor corporation resulting from such Triggering Event or a parent or subsidiary of such successor corporation (the “Successor Corporation”) that are held by the Purchaser at the time of termination shall accelerate such that any repurchase right of the Company to which the Successor Corporation has succeeded as a result of the Triggering Event shall lapse as to the number of Shares as to which such repurchase right would otherwise have lapsed as of the date month(s) from the date of termination of all services by Purchaser to the Successor Corporation in any capacity, including without limitation as an employee, consultant or member of the Board of Directors (the “Services”). The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of termination of the Services.] [Double Trigger Acceleration: For purposes of this Agreement, Purchaser shall be deemed to have been “Involuntarily Terminated” if (1) the Company (or a successor, if appropriate) terminates his service as an employee or a consultant without Cause other than for death or Disability, or (2) if Purchaser is not an employee or consultant of the Company (or a successor, if appropriate) at the time of consummation of the Triggering Event, Purchaser is removed from, or is not reelected to, the Board of Directors of the Company (or a successor, as appropriate) without Cause other than for death or Disability[, or (3) Purchaser resigns within sixty (60) days of any of the following events: (A) a material reduction in Purchaser’s job position (which shall include a material reduction, without Purchaser’s consent, in the title and position of the person to whom ▇▇▇▇▇▇▇▇▇ reports), responsibilities or duties, provided that neither a mere change in title alone nor reassignment following a Trigg...

Single Trigger Acceleration. In the event of a Change in Control, the Repurchase Option shall lapse with respect to one hundred percent (100%) of all then-unvested shares of Stock.