Common use of A Change in Control Clause in Contracts

A Change in Control. 1. If the Repurchase Right is assigned to the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction and Optionee’s Service is Involuntarily Terminated within twelve months following such Change in Control, then the Repurchase Right shall terminate automatically, and all the Purchased Shares shall immediately vest with respect to the lesser of (a) 25% of total number of Purchased Shares or (b) the number of Unvested Shares at the time Optionee’s Service is Involuntary Terminated. Unvested Shares that have been held in an escrow account maintained on Optionee’s behalf pursuant to Paragraph D.6 of the Purchase Agreement and that become vested on an accelerated basis in accordance with this Addendum shall be released from such escrow at the time of such Involuntary Termination.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Active Network Inc), Stock Purchase Agreement (Active Network Inc)

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A Change in Control. 1. If the Repurchase Right is assigned to the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction and OptioneeParticipant’s Service is Involuntarily Terminated within twelve months following such Change in Control, then the Repurchase Right shall terminate automatically, and all the Purchased Shares shall immediately vest with respect to the lesser of (a) 25% of total number of Purchased Shares or (b) the number of Unvested Shares at the time OptioneeParticipant’s Service is Involuntary Terminated. Unvested Shares that have been held in an escrow account maintained on OptioneeParticipant’s behalf pursuant to Paragraph D.6 D.5 of the Purchase Issuance Agreement and that become vested on an accelerated basis in accordance with this Addendum shall be released from such escrow at the time of such Involuntary Termination.

Appears in 1 contract

Samples: Stock Issuance Agreement (Active Network Inc)

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