Common use of A Change in Control Clause in Contracts

A Change in Control. 1. If the Option is to be assumed by the successor corporation (or the parent thereof) in connection with a Change in Control or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction, then the Option shall not, in accordance with Paragraph 6 of the Option Agreement, become exercisable on an accelerated basis upon the occurrence of that Change in Control, and the Option shall accordingly continue, over Optionee’s period of Service following the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon an Involuntary Termination of Optionee’s Service within ( ) months following such Change in Control, the Option (as so assumed or continued in effect) to the extent outstanding at such time but not otherwise fully exercisable shall automatically accelerate so that such Option shall immediately become exercisable for all the Option Shares at the time subject to the Option and may be exercised for any or all of those Option Shares as vested shares. The Option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of the Involuntary Termination.

Appears in 1 contract

Samples: Stock Option Agreement (Masergy Communications Inc)

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A Change in Control. 1. If the Option is to be assumed by the successor corporation (or the parent thereof) in connection with a Change in Control or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction, then the Option shall not, in accordance with Paragraph 6 none of the Option Agreement, become exercisable Shares shall vest on an accelerated basis upon the occurrence of that Change in Control, and the Option Optionee shall accordingly continue, over Optionee’s his or her period of Service service following the Change in Control, to become exercisable for vest in the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon an Involuntary Termination of Optionee’s Service [within ( eighteen (18) months months] following such Change in Control, all the Option Shares at the time subject to the Option (as so assumed or continued in effect) to the extent outstanding at such time but not otherwise fully exercisable shall automatically accelerate vest in full on an accelerated basis so that such Option shall immediately become exercisable for all the Option Shares at the time subject to the Option as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. The Option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of the Involuntary Termination.. “

Appears in 1 contract

Samples: Stock Option Agreement (Valence Technology Inc)

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A Change in Control. 1. If the Option is to be assumed by the successor corporation (or the parent thereof) in connection with a Change in Control or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction, then none of the Option shall notShares shall, in accordance with Paragraph 6 of the Option Agreement, become exercisable vest on an accelerated basis upon the occurrence of that Change in Control, and the Option Optionee shall accordingly continue, over Optionee’s his or her period of Service following the Change in Control, to become exercisable for vest in the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon an Involuntary Termination of Optionee’s Service within ( eighteen (18) months following such Change in Control, the Option (as so assumed or continued in effect) to the extent outstanding at such time but not otherwise fully exercisable shall automatically accelerate so that such Option shall immediately become exercisable for all the Option Shares at the time subject to the Option shall automatically vest in full on an accelerated basis so that the Option shall immediately become exercisable for all the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. The Option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of the Involuntary Termination.

Appears in 1 contract

Samples: Share Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)

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