Common use of Unvested Stock Clause in Contracts

Unvested Stock. At the Effective Time, any shares of Buyer Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the Buyer. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer in the Merger and shall thereafter be exercisable by the Buyer upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 2 contracts

Samples: Merger Agreement (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Advanced Analogic Technologies Inc)

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Unvested Stock. At the Effective Time, any shares of Buyer Parent Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the BuyerParent. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer Parent in the Merger and shall thereafter be exercisable by the Buyer Parent upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.1(g) to occur.

Appears in 2 contracts

Samples: Merger Agreement (Genaissance Pharmaceuticals Inc), Merger Agreement (Genaissance Pharmaceuticals Inc)

Unvested Stock. At the Effective Time, any shares of Buyer Common Stock Parent ADSs issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action action, which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the BuyerParent. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer Parent in the Merger and shall thereafter be exercisable by the Buyer Surviving Corporation upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 2 contracts

Samples: Merger Agreement (New Focus Inc), Merger Agreement (Bookham Technology PLC)

Unvested Stock. At the Effective Time, any shares of Buyer Parent Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the BuyerParent. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer Parent in the Merger and shall thereafter be exercisable by the Buyer Parent upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.1(f) to occur.

Appears in 2 contracts

Samples: Merger Agreement (Icoria, Inc.), Merger Agreement (Clinical Data Inc)

Unvested Stock. At the Effective Time, any shares of Buyer Public Company Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Merger Partner Common Stock awarded to employees, directors or consultants pursuant to any of the CompanyMerger Partner’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Merger Partner Common Stock vest at the Effective Time. The Company Merger Partner shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the BuyerPublic Company. All outstanding rights which the Company that Merger Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Company Merger Partner Common Stock shall be assigned to the Buyer Public Company in the Merger and shall thereafter be exercisable by the Buyer Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall Merger Partner shall, prior to the Closing, take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.1(d) to occur.

Appears in 1 contract

Samples: Merger Agreement (Millendo Therapeutics, Inc.)

Unvested Stock. At the Effective Time, any shares of Buyer Public Company Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Merger Partner Common Stock awarded to employees, directors or consultants pursuant to any of the CompanyMerger Partner’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Merger Partner Common Stock vest at the Effective Time. The Company Merger Partner shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the BuyerPublic Company. All outstanding rights which the Company that Merger Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Company Merger Partner Common Stock shall be assigned to the Buyer Public Company in the Merger and shall thereafter be exercisable by the Buyer Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Common Stock Exchange Ratio. The Company shall Merger Partner shall, prior to the Closing, take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.1(f) to occur.

Appears in 1 contract

Samples: Merger Agreement (Arsanis, Inc.)

Unvested Stock. At the Effective Time, any shares of Buyer Common Stock Merger Consideration issued or paid in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s 's plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the Buyer. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer in the Merger and shall thereafter be exercisable by the Buyer upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 1 contract

Samples: Merger Agreement (Packard Bioscience Co)

Unvested Stock. At the Effective Time, any shares of Buyer Common Stock -------------- issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors directors, advisors or consultants pursuant to any of the Company’s 's plans or arrangements and outstanding immediately prior to the Effective Time shall be converted into unvested shares of Buyer Common Stock in accordance with the Exchange Ratio and shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the Buyer. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer in the Merger and shall thereafter be exercisable by the Buyer upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 1 contract

Samples: Merger Agreement (Keane Inc)

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Unvested Stock. At the Effective Time, any shares of Buyer Public Company Common Stock Shares issued in accordance with Section 2.1(c2.01(c) with respect to any unvested shares of Company Merger Partner Common Stock awarded to employees, directors or consultants pursuant to any of the CompanyMerger Partner’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Merger Partner Common Stock vest at the Effective Time. The Company Merger Partner shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the BuyerPublic Company. All outstanding rights which the Company that Xxxxxx Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Company Merger Partner Common Stock shall be assigned to the Buyer Public Company in the Merger and shall thereafter be exercisable by the Buyer Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall Merger Partner shall, prior to the Closing, take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.01(d) to occur.

Appears in 1 contract

Samples: Merger Agreement (Akerna Corp.)

Unvested Stock. At the Effective Time, any shares of Buyer Public Company Common Stock Shares issued in accordance with Section 2.1(c2.01(c) with respect to any unvested shares of Company Merger Partner Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s Merger Partner's plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Merger Partner Common Stock vest at the Effective Time. The Company Merger Partner shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the BuyerPublic Company. All outstanding rights which the Company that Merger Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Company Merger Partner Common Stock shall be assigned to the Buyer Public Company in the Merger and shall thereafter be exercisable by the Buyer Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall Merger Partner shall, prior to the Closing, take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.01(d) to occur.

Appears in 1 contract

Samples: Merger Agreement (Sphere 3D Corp)

Unvested Stock. At the Effective Time, any shares of Buyer Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s 's plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the Buyer. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer in the Merger and shall thereafter be exercisable by the Buyer upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 1 contract

Samples: Merger Agreement (Genaissance Pharmaceuticals Inc)

Unvested Stock. At the Effective Time, any shares of Buyer Common Stock Parent ADSs issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s 's plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action action, which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the BuyerParent. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer Parent in the Merger and shall thereafter be exercisable by the Buyer Surviving Corporation upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 1 contract

Samples: Merger Agreement (Bookham Technology PLC)

Unvested Stock. At the Effective Time, any shares of Buyer Parent Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s 's plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action which would accelerate vesting of any unvested shares, except to the extent required by the their terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the BuyerParent. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Buyer Parent in the Merger and shall thereafter be exercisable by the Buyer Parent upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.1(g) to occur.

Appears in 1 contract

Samples: Merger Agreement (Clinical Data Inc)

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