Common use of Ownership Change Event Clause in Contracts

Ownership Change Event. Upon the occurrence of an Ownership Change Event, any and all new, substituted or additional securities or other property to which the CEO is entitled by reason of the CEO’s ownership of Unvested Shares shall be immediately subject to the Unvested Share Reacquisition Right and included in the terms “Shares” and “Unvested Shares” for all purposes of the Unvested Share Reacquisition Right with the same force and effect as the Unvested Shares immediately prior to the Ownership Change Event. For purposes of determining the Vested Shares following an Ownership Change Event, credited Service shall include all Service with the Company or any parent corporation or subsidiary corporation both before and after the Ownership Change Event. For the purposes of this Agreement, an “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (a) the direct or indirect sale or exchange by the shareholders of all or substantially all of the stock of the Company; (b) a merger or consolidation in which the Company is a party; (c) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (d) a liquidation or dissolution of the Company.

Ownership Change Event. Upon the occurrence of an Ownership Change Event, any and all new, substituted or additional securities or other property to which the CEO is entitled by reason of the CEO’s ownership of Unvested Shares shall be immediately subject to the Unvested Share Reacquisition Right and included in the terms “Remaining Shares” and “Unvested Shares” for all purposes of the Unvested Share Reacquisition Right with the same force and effect as the Unvested Shares immediately prior to the Ownership Change Event. For purposes of determining the Vested Shares following an Ownership Change Event, credited Service shall include all Service with the Company or any parent corporation or subsidiary corporation both before and after the Ownership Change Event. For the purposes of this Agreement, an “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (a) the direct or indirect sale or exchange by the shareholders of all or substantially all of the stock of the Company; (b) a merger or consolidation in which the Company is a party; (c) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (d) a liquidation or dissolution of the Company.. WEST\247678809.1

Ownership Change Event. Upon the occurrence of an Ownership Change Event, any and all new, substituted or additional securities or other property to which the CEO is entitled by reason of the CEO’s ownership of Unvested Shares shall be immediately subject to the Unvested Share Reacquisition Right and included in the terms “Remaining Shares” and “Unvested Shares” for all purposes of the Unvested Share Reacquisition Right with the same force and effect as the Unvested Shares immediately prior to the Ownership Change Event. For purposes of determining the Vested Shares following an Ownership Change Event, credited Service shall include all Service with the Company or any parent corporation or subsidiary corporation both before and after the Ownership Change Event. For the purposes of this Agreement, an “Ownership Change Event” means the occurrence of any of the following with respect to the Company: (a) the direct or indirect sale or exchange by the shareholders of all or substantially all of the stock of the Company; (b) a merger or consolidation in which the Company is a party; (c) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (d) a liquidation or dissolution of the Company.. WEST\245959304.8