Common use of Termination; Acceleration Clause in Contracts

Termination; Acceleration. In the event that the Company ----------- ------------ consummates an underwritten public offering of its capital stock registered pursuant to the Securities Act on or before January 1, 2001, then the Put Right set forth in this Section 4 shall automatically terminate. In addition, the Company shall give AC written notice at least fourteen (14) days prior to the consummation of any Liquidity Event, and in the event of such a Liquidity Event, AC shall by written notice to the Company given at any time prior to the consummation of such Liquidity Event, either (a) accelerate the put right under this Section 4, whereupon the obligations of the Company under this Section 4 shall be fulfilled either immediately prior to or simultaneously with the consummation of such Liquidity Event, or (b) waive the Put Right (or give a Rescission Notice in the event that AC has already exercised such Put Right, in which case AC shall immediately repay to the Company any portion of the Repurchase Price theretofore paid and the Company shall immediately return to AC the uncancelled original stock certificate(s) representing the Put Shares) under this Section 4. The term "Liquidity Event" shall mean (x) an underwritten --------------- initial public offering of the Company's capital stock which occurs after January 1, 2001, (y) the sale of all or substantially all of the property and assets of the Company in one transaction or a series of one or more related transactions, or (z) the acquisition of the Company by another person or entity by means of stock purchase (whether by transfer or outstanding shares or through new issuances), merger, consolidation or otherwise which would result in the exchange of shares of capital stock of the Company for cash, securities or other consideration paid by the acquiring person or entity, or any similar transaction.