Treatment of Unvested Company Common Stock. If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or the risk of forfeiture under any applicable restricted stock purchase agreement or other agreement with the Company (other than those shares (if any) which, as a result of the Merger and by the terms of the agreements applicable thereto, vest or for which any such repurchase options or other such restrictions or risks of forfeiture lapse), then the Parent Shares issued in exchange for such shares of Company Common Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and the book-entry entitlements representing such Parent Shares shall accordingly be marked with appropriate legends. Prior to the Closing, the Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement in accordance with its terms.
Appears in 3 contracts
Samples: Merger Agreement (Helix TCS, Inc.), Merger Agreement (Helix TCS, Inc.), Merger Agreement (Helix TCS, Inc.)
Treatment of Unvested Company Common Stock. If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option or the option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company (or under which the Company has any rights other than those shares (if anyconditions that accelerate and/or terminate upon, immediately prior to, or otherwise in connection with the Merger in accordance with their terms as described in Part 2.3(b) which, as a result of the Merger and by the terms of the agreements applicable thereto, vest or for which any such repurchase options or other such restrictions or risks of forfeiture lapse)Company Disclosure Schedule, then the shares of Parent Shares Common Stock issued in exchange for such shares of Company Common Stock will to the same extent also be unvested and subject to the same repurchase option or option, risk of forfeitureforfeiture or other condition, and the book-entry entitlements certificates representing such shares of Parent Shares shall Common Stock may accordingly be marked with appropriate legends. Prior to the Closing, the The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement in accordance with its termsagreement.
Appears in 3 contracts
Samples: Merger Agreement (Website Pros Inc), Merger Agreement (WEB.COM, Inc.), Merger Agreement (Website Pros Inc)