Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph C.
Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph D.2. In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to any and all Purchased Shares in which Optionee vests in accordance with the Vesting Schedule. All Purchased Shares as to which the Repurchase Right lapses shall, however, remain subject to (i) the First Refusal Right and (ii) the Market Stand-Off.
Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Shares for which it is not timely exercised. In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to all Shares upon the Registration Date.
Termination of the Repurchase Right. (a) The Repurchase Right provided for in Section 5.1 shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to the Restricted Shares one-third on the Anniversary Date of this Agreement in each of 2008, 2009, and 2010, and such Restricted Shares shall accordingly be deemed to be vested; provided, however, that if on any date on which the Restricted Shares would otherwise vest, Owner would be in violation of (i) the provisions of Section 4.4 hereof or any similar lock-up agreement; (ii) Company policy as to sale of securities by directors or (iii) Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any similar or successor law or regulation applicable to the Company or its successor) were Owner to sell any of the Restricted Shares, then in each such case, the foregoing vesting date shall be delayed until the first date on which Owner would no longer be in violation of the applicable provision or provisions. It is acknowledged that no such delay would be required to the extent an effective Rule 10b5-1 trading plan or other effective legal device is in effect on a vesting date and has the effect of vitiating the potential violation referred to in clause (iii) above. All Restricted Shares as to which the Repurchase Right lapses shall, however, continue to be subject to (i) the market stand-off provisions of Section 4.4. Notwithstanding the above, in no event will the Restricted Shares be deemed to be vested if at the time the Repurchase Right lapses, the Restricted Shares are not then traded on National Securities Exchange (as defined in the Exchange Act) or the Toronto Stock Exchange; provided, however, that the restriction in this sentence shall cease to apply upon the first Anniversary on which the relevant Repurchase Right would have lapsed (or such earlier time as the Restricted Shares shall have been so listed), subject in each case to the provisions of clauses (i) through (iii) of this Section 5.3(a).
(b) The Repurchase Right shall also terminate immediately prior to the consummation of a Change in Control. “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated und...
Termination of the Repurchase Right. (a) The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 4.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Shares in which the Purchaser vests in accordance with the schedule below. Accordingly, provided the Purchaser continues to be an employee of the Corporation, the Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Purchased Shares in accordance with the following provisions:
(i) The Purchaser shall not acquire any vested interest in, nor shall the Repurchase Right lapse with respect to, any Purchased Shares during the initial one month period measured from the date of the Initial Closing of the Series A Stock Purchase Agreement to which Purchaser and the Corporation are parties (the "Vesting Measurement Date").
(ii) From and after the expiration of the initial one month period measured from the Vesting Measurement Date, the Purchaser shall acquire a vested interest in, and the Repurchase right shall lapse with respect to, the remaining Purchased Shares in a series of forty-eight equal successive monthly installments.
(b) All Purchased Shares as to which the Repurchase Right lapses shall, however, continue to be subject to any rights of the Corporation or any other party under the Related Agreements or other agreements between the Corporation and the Purchaser and may continue to be subject to the resale restrictions under Rule 144 of the 1933 Act.
Termination of the Repurchase Right. (a) The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Shares in which the Founder is vested in accordance with the schedule below. Accordingly, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Purchased Shares in accordance with the following provisions:
(i) During the initial 12 month period measured the date of this Agreement (the "Vesting Measurement Date"), the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, (A) 6.25% of the Purchased Shares three months after the Vesting Measurement Date, (B) an additional 6.25% of the Purchased Shares six months after the Vesting Measurement Date, (C) an additional 6.25% of the Purchased Shares nine months after the Vesting Measurement Date, and (D) an additional 6.25% of the Purchased Shares twelve months after the Vesting Measurement Date. Accordingly, upon the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to, 25% of the Purchased Shares.
(ii) From and after the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the remaining Purchased Shares in a series of successive monthly installments each equal to 1/48th of the Purchased Shares. Accordingly, upon the expiration of 48 months after the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to all of the Purchased Shares.
(iii) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the 1933 Act covering the offer and sale of the Company's Common Stock at a price per share of not less than $10.00 (as adjusted for stock splits and the like effected after the date of this Agreement) and an aggregate offering price to the public of not less than $20,000,000, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Unvested Shares as of such closing.
(iv) The Company acknowledges and agrees that,...
Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 2.2. In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to any and all Unvested Shares in which Participant vests in accordance with the Vesting Schedule set forth in Exhibit B. Notwithstanding the foregoing, the Unvested Shares shall become fully vested and shall no longer be subject to the Repurchase Right upon a “Change of Control” in connection with the Change in Control, as determined by the Company in good faith, all Unvested Shares shall become fully vested and shall no longer be subject to the Repurchase Right.
Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph C.2 herein. In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to any and all Common Shares in which Stockholder vests in accordance with the following vesting schedule (the "Vesting Schedule"): Thirty percent (30%) of the Common Shares shall not be subject to the Company's Repurchase Right. Stockholder shall acquire a vested interest in and the Company's Repurchase Right will accordingly lapse with respect to the remaining seventy percent (70%) of the Common Shares ("Unvested Shares") in successive equal monthly installments upon Stockholder's completion of each of the twenty-four (24) months of Service measured from and after May 13, 1999 (the "Vesting Date").
Termination of the Repurchase Right. The Repurchase Right shall terminate and cease to be exercisable with respect to any and all Awarded Shares in which Participant vests in accordance with the following Vesting Schedule. Except as set forth in Section 4(c)(iii) below, Participant must remain in continuous Service through each vesting date set forth below in order to vest in and have the Repurchase Right terminate with respect to any Awarded Shares.
Termination of the Repurchase Right. The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under paragraph 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Shares in which the Optionee vests in accordance with the vesting schedule specified in the Grant Notice. All Purchased Shares as to which the Repurchase Right lapses shall, however, continue to be subject to (i) the First Refusal Right of the Corporation and its assignees under Article VI, (ii) the market stand-off provisions of paragraph 4.4 and (iii) the Special Purchase Right under Article VIII.
