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, 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 conditions 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) of the Company Disclosure Schedule, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, 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, option or the 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 conditions that accelerate and/or terminate uponshares (if any) which, immediately prior to, or otherwise in connection with as a result of the Merger in accordance with their and by the terms as described in Part 2.3(b) of the Company Disclosure Scheduleagreements applicable thereto, vest or for which any such repurchase options or other such restrictions or risks of forfeiture lapse), then the shares of Parent Common Stock Shares issued in exchange for such shares of Company Common Stock will also to the same extent be unvested and subject to the same repurchase option, option or risk of forfeiture or other conditionforfeiture, and the certificates book-entry entitlements representing such shares of Parent Common Stock may Shares shall accordingly be marked with appropriate legends. The 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 agreementagreement in accordance with its terms.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.), Agreement and Plan of Merger (Helix TCS, Inc.)
