Corporate Transaction (a) Immediately prior to the consummation of any Corporate Transaction, the Repurchase Right shall automatically lapse in its entirety and the Purchased Shares shall vest in full, except to the extent the Repurchase Right is to be assigned to the successor corporation (or parent thereof) in connection with the Corporate Transaction.
Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).
Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):
Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).
Grant of Company Reacquisition Right Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).
Vested Company Options Immediately prior to but contingent upon the Closing, each Company Option that is unexpired, unexercised and vested immediately prior to the Closing (“Vested Options”) shall, by virtue of the Closing and without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled, and each Optionholder holding Vested Options shall have the right to receive, with respect to such Vested Options, an amount in cash, without interest, equal to such Optionholder’s Pro Rata Share of the Closing Date Purchase Price (subject to withholding of such Optionholder’s Pro Rata Share in each of the Adjustment Holdback Amount, the Expense Fund), and (B) the right to receive such Optionholder’s Pro Rata Share of any cash disbursements that may become payable, with respect to such Vested Options, from the Adjustment Holdback Amount and the Expense Fund, in accordance with the terms of this Agreement, and (C) the right to receive such Optionholder’s Pro Rata Share of any positive Adjustment Amount that may become payable, with respect to such Vested Options, pursuant to Section 2.8, and (D) the right to receive such Optionholder’s Pro Rata Share of any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 2.9. The amount of cash that each holder of Vested Options is entitled to receive for such Vested Options will be subject to any applicable payroll, income Tax or other withholding Taxes and the provisions of the Israeli Tax Ruling and/or the Israeli Interim Tax Ruling if obtained. For the avoidance of doubt, an Optionholder’s “Pro Rata Share” for purposes of this Section 2.2(a) shall be calculated based on such Optionholder’s holding of Vested Options (disregarding any shares of the Company or Unvested Options held by such Optionholder).
Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.
Employee Stock Option Plan Employee shall be entitled to participate in the Employee Stock Option Plan of the Company once approved by the Board of Directors.
Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.
Stock Options and Restricted Stock In the event that (a) USPI elects to terminate this Agreement pursuant to Section 5, (b) there is a “Change of Control Event” (as defined below) or (c) USPI terminates Employee without the notice required under Section 5 or without Cause under Section 7, then in each such event, all USPI stock options held by Employee and all restricted stock awards made to him/her by USPI (including issued subject to forfeiture) shall thereupon automatically be amended so as to (i) cause to vest, immediately prior to the date of such Change in Control Event or such termination of employment, all then unvested stock options and restricted stock awards, and (ii) provide Employee 90 days to exercise such options (or such greater period as may be provided by the terms of such options). For purposes of the foregoing, the term “Change of Control Event” shall mean (A) a consolidation or merger of USPI with or into any other corporation (other than a merger which will result in the voting capital stock of USPI outstanding immediately before the effective date of such consolidation or merger being converted into more than 50% of the voting capital stock of the surviving entity outstanding immediately after such consolidation or merger), (B) a sale of all or substantially all of the properties and assets of the Company as an entirety in a single transaction or in a series or related transactions to any other “person” or (C) the acquisition of “beneficial ownership” by any “person” or “group” of voting stock of the Company representing more than 50% of the voting power of all outstanding shares of such voting stock, whether by way of merger of consolidation or otherwise. As used herein, (x) the terms “person” and “group” shall have the meanings set forth in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not applicable, (y) the term “beneficial owner” shall have the meaning set forth in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time or upon the occurrence of certain events, and (z) any “person” or “group” will be deemed to beneficially own any voting stock so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the voting stock of a registered holder of such voting stock.
