Common use of SPECIAL TERMINATION OF REPURCHASE OPTION Clause in Contracts

SPECIAL TERMINATION OF REPURCHASE OPTION. If, after any of the following transactions (a "Corporate Transaction"): (a) a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (b) the sale, transfer or other disposition of all or substantially all of the assets of the Company; or (c) any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company's outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger, Purchaser's proposed role in the surviving entity is not reasonably acceptable to Purchaser, then the Repurchase Option shall automatically lapse with respect to fifty percent (50%) of the unvested Shares, and Purchaser shall acquire a vested interest in such shares effective upon the consummation of such Corporate Transaction; provided, however, that Purchaser's employment shall not have terminated prior to the consummation of such Corporate Transaction.

SPECIAL TERMINATION OF REPURCHASE OPTION. If, after In the event of any of the following transactions (a "Corporate Transaction"): (a) a A merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (b) the The sale, transfer or other disposition of all or substantially all of the assets of the Company; or (c) any Any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company's outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger, Purchaser's proposed role in the surviving entity is not reasonably acceptable to Purchaser, then the Repurchase Option shall automatically lapse with respect as to fifty percent (50%) % of the unvested Sharesnumber of shares then still subject to the Repurchase Option, and Purchaser shall acquire a vested interest in such shares Shares, effective upon the consummation of such Corporate Transaction; provided, however, that Purchaser's employment or consulting services shall not have terminated prior to the consummation of such Corporate Transaction.

SPECIAL TERMINATION OF REPURCHASE OPTION. If, after In the event 0of any of the following transactions (a "Corporate Transaction"): (ai) a A merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (bii) the The sale, transfer or other disposition of all or substantially all of the assets of the Company; or (ciii) any Any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company's outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger, Purchaser's proposed role in the surviving entity is not reasonably acceptable to Purchaser, then the Repurchase Option shall automatically lapse with respect as to fifty percent (50%) % of the unvested Sharesnumber of shares then still subject to the Repurchase Option, and Purchaser shall acquire a vested interest in such shares Shares, effective upon the consummation of such Corporate Transaction; provided, however, that Purchaser's employment or consulting services shall not have terminated prior to the consummation of such Corporate Transaction.