Common use of Unvested Stock Clause in Contracts

Unvested Stock. At the Effective Time, any Parent ADSs issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action, which would accelerate vesting of any unvested shares, except to the extent required by their terms as in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the Parent. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Parent in the Merger and shall thereafter be exercisable by the Surviving Corporation upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (New Focus Inc), Agreement and Plan of Merger (Bookham Technology PLC)

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Unvested Stock. At the Effective Time, any Parent ADSs shares of Buyer Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action, action which would accelerate vesting of any unvested shares, except to the extent required by their the terms of an agreement or plan “made available” to the Buyer (as defined in Section 9.8) that is applicable to such shares in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the ParentBuyer. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Parent Buyer in the Merger and shall thereafter be exercisable by the Surviving Corporation Buyer upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Option Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Skyworks Solutions, Inc.), Agreement and Plan of Merger (Advanced Analogic Technologies Inc)

Unvested Stock. At the Effective Time, any Parent ADSs shares of Public Company Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Merger Partner Common Stock awarded to employees, directors or consultants pursuant to any of the CompanyMerger Partner’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Merger Partner Common Stock vest at the Effective Time. The Company Merger Partner shall not take or permit any action, action which would accelerate vesting of any unvested shares, except to the extent required by their terms as in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the ParentPublic Company. All outstanding rights which the Company that Merger Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Company Merger Partner Common Stock shall be assigned to the Parent Public Company in the Merger and shall thereafter be exercisable by the Surviving Corporation Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Common Stock Exchange Ratio. The Company shall Merger Partner shall, prior to the Closing, take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.1(f) to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arsanis, Inc.)

Unvested Stock. At the Effective Time, any Parent ADSs Public Company Common Shares issued in accordance with Section 2.1(c2.01(c) with respect to any unvested shares of Company Merger Partner Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s Merger Partner's plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Merger Partner Common Stock vest at the Effective Time. The Company Merger Partner shall not take or permit any action, action which would accelerate vesting of any unvested shares, except to the extent required by their terms as in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the ParentPublic Company. All outstanding rights which the Company that Merger Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Company Merger Partner Common Stock shall be assigned to the Parent Public Company in the Merger and shall thereafter be exercisable by the Surviving Corporation Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Exchange Ratio. The Company shall Merger Partner shall, prior to the Closing, take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.01(d) to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sphere 3D Corp)

Unvested Stock. At the Effective Time, any Parent ADSs shares of Buyer Common Stock -------------- issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors directors, advisors or consultants pursuant to any of the Company’s 's plans or arrangements and outstanding immediately prior to the Effective Time shall be converted into unvested shares of Buyer Common Stock in accordance with the Exchange Ratio and shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action, action which would accelerate vesting of any unvested shares, except to the extent required by their terms as in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the ParentBuyer. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Parent Buyer in the Merger and shall thereafter be exercisable by the Surviving Corporation Buyer upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keane Inc)

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Unvested Stock. At the Effective Time, any Parent ADSs Public Company Common Shares issued in accordance with Section 2.1(c2.01(c) with respect to any unvested shares of Company Merger Partner Common Stock awarded to employees, directors or consultants pursuant to any of the CompanyMerger Partner’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Merger Partner Common Stock vest at the Effective Time. The Company Merger Partner shall not take or permit any action, action which would accelerate vesting of any unvested shares, except to the extent required by their terms as in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the ParentPublic Company. All outstanding rights which the Company that Xxxxxx Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Company Merger Partner Common Stock shall be assigned to the Parent Public Company in the Merger and shall thereafter be exercisable by the Surviving Corporation Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Exchange Ratio. The Company shall Merger Partner shall, prior to the Closing, take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.01(d) to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akerna Corp.)

Unvested Stock. At the Effective Time, any Parent ADSs issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Common Stock awarded to employees, directors or consultants pursuant to any of the Company’s 's plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Common Stock vest at the Effective Time. The Company shall not take or permit any action, which would accelerate vesting of any unvested shares, except to the extent required by their terms as in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided to the Parent. All outstanding rights which the Company may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock shall be assigned to the Parent in the Merger and shall thereafter be exercisable by the Surviving Corporation upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Exchange Ratio. The Company shall take all steps necessary to cause the foregoing provisions of this Section 2.1(e) to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bookham Technology PLC)

Unvested Stock. At the Effective Time, any Parent ADSs shares of Public Company Common Stock issued in accordance with Section 2.1(c) with respect to any unvested shares of Company Merger Partner Common Stock awarded to employees, directors or consultants pursuant to any of the CompanyMerger Partner’s plans or arrangements and outstanding immediately prior to the Effective Time shall remain subject to the same terms, restrictions and vesting schedule as in effect immediately prior to the Effective Time, except to the extent by their terms as in effect as of the date hereof such unvested shares of Company Merger Partner Common Stock vest at the Effective Time. The Company Merger Partner shall not take or permit any action, action which would accelerate vesting of any unvested shares, except to the extent required by their terms as in effect on the date hereof. Copies of the relevant agreements governing such shares and the vesting thereof have been provided made available to the ParentPublic Company. All outstanding rights which the Company that Merger Partner may hold immediately prior to the Effective Time to repurchase unvested shares of Company Merger Partner Common Stock shall be assigned to the Parent Public Company in the Merger and shall thereafter be exercisable by the Surviving Corporation Public Company upon the same terms and conditions in effect immediately prior to the Effective Time, except that the shares purchasable pursuant to such rights and the purchase price payable per share pursuant to such rights shall be appropriately adjusted to reflect the Exchange Ratio. The Company shall Merger Partner shall, prior to the Closing, take all steps necessary to cause the foregoing provisions of this Section 2.1(e2.1(d) to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Millendo Therapeutics, Inc.)

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