Lapse of Repurchase Right Clause Samples

Lapse of Repurchase Right. ▇▇▇▇▇▇▇ shall acquire a vested ------------------------- interest in and the Company's Right of Repurchase shall lapse with respect to 1/36th of the Restricted Shares upon Roberto's completion of each of the next thirty (30) months of continuous employment after the date hereof, such that ▇▇▇▇▇▇▇ would be fully vested in the Restricted Shares at the expiration of thirty (30) months from the date hereof. The Right of Repurchase shall lapse with respect to an additional 500,000 restricted shares in the event the Company terminates Roberto's Employment without Cause (as defined in the Employment Agreement). In addition, the Right of Repurchase shall lapse with respect to all remaining Restricted Shares if the Company is subject to a Change in Control (as defined in the Employment Agreement) before Roberto's employment terminates.

Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the first 25% of the Restricted Shares when the Founder completes 12 months of continuous Service following January 1, 2003, and thereafter the Right of Repurchase shall lapse with respect to an additional l/48th of the Restricted Shares when the Founder completes each month of continuous Service.

Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the first 25% of the Purchased Shares when ▇▇▇▇▇▇▇ completes 12 months of continuous Service after the Vesting Commencement Date. The Right of Repurchase shall lapse with respect to an additional 2.0833% of the Purchased Shares when ▇▇▇▇▇▇▇ completes each month of continuous Service thereafter. In addition, provided that ▇▇▇▇▇▇▇ continues Service with the Company, the Right of Repurchase shall lapse on an accelerated basis as set forth below: (i) If ▇▇▇▇▇▇▇ dies or his Service is terminated by the Company without Cause within the first 12 months of Service measured from the Vesting Commencement Date, then the Right of Repurchase shall lapse with respect to 25% of the Purchased Shares. (ii) If the Company is subject to a Change in Control, then the Right of Repurchase shall lapse with respect to an additional 25% of the Purchased Shares and the remaining Restricted Shares shall continue to vest in monthly installments as set forth under Section 1(b) above. (iii) If ▇▇▇▇▇▇▇ is subject to an Involuntary Termination within 12 months following such Change in Control, then in addition to the acceleration set forth under subsection (ii) above, the Right of Repurchase shall lapse with respect to an additional 25% of the Purchased Shares.

Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to [ ] of the Purchased Shares when the Purchaser completes each month of continuous Service following [ ]. In addition, the following rules shall apply if the Company is subject to a Change in Control before the Purchaser’s Service terminates: (i) At all times after the Change in Control, the vested portion of the Restricted Shares shall be determined by adding six months to the Purchaser’s actual Service. (ii) If the Purchaser is subject to an Involuntary Termination after the Change in Control, then the Right of Repurchase shall lapse in full and all Restricted Shares shall become vested.

Lapse of Repurchase Right. (i) For purposes of this Restricted Stock Agreement, the term “2012 Unvested Shares” shall mean Purchased Shares which are Restricted Shares as of May 1, 2012.

Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Shares in accordance with the following vesting schedule: (i) As of the anniversary date of the grant, the Right of Repurchase shall lapse with respect to 1/4th of the Shares, which Shares shall be fully vested as of that date; and (ii) 1/4 of the Shares each anniversary date thereafter, the Right of Repurchase shall lapse, which Shares shall be fully vested as of that date. In addition, the Right of Repurchase shall lapse and all of the remaining Restricted Shares shall become vested if: (i) Participant’s Service with the Company (the “Service”) is terminated by the Company without Cause; or (ii) The Company is subject to a Change in Control before the Participant’s Service terminates and the Right of Repurchase is not assigned to the entity that employs the Participant immediately after the Change in Control or to its parent or subsidiary.

Lapse of Repurchase Right. ▇▇▇▇▇▇▇ shall acquire a vested ------------------------- interest in and the Company's Right of Repurchase shall lapse with respect to 1/36th of the Restricted Shares upon ▇▇▇▇▇▇▇'▇ completion of each of the next twenty five (25) months of continuous employment after the date hereof, such that ▇▇▇▇▇▇▇ would be fully vested in the Restricted Shares at the expiration of twenty five (25) months from the date hereof. The Right of Repurchase shall lapse with respect to all remaining Restricted Shares if the Company is subject to a Change in Control (as defined in the Employment Agreement) before ▇▇▇▇▇▇▇'▇ employment terminates.

Lapse of Repurchase Right. (i) Notwithstanding any provisions of the Plan to the contrary, the Right of Repurchase with respect to such number of the Restricted Shares that, (1) when considered in connection with all other payments to be made to the Purchaser in connection with the Closing, would result in the Purchaser receiving the amount he could receive without the acceleration of the Restricted Shares (and all other applicable payments) being subject to the excise tax provisions of Section 4999 of the Code, and (2) such amount as described in the immediately preceding proviso (1), when combined with all other “applicable employee remuneration” (within the meaning of Code Section 162(m)(4)) payable to the Purchaser for such taxable year, shall not cause the applicable employee remuneration to materially exceed $1,000,000, shall lapse upon the Closing, so long as the Purchaser continues to be a Service Provider at all times from the Effective Date through the Closing (such number of Restricted Shares as shall so vest upon the Closing to be referred to herein as the “Accelerated Shares”). Except as otherwise provided in Section 2(b)(ii), the Right of Repurchase with respect to the remaining Restricted Shares (i.e., all Restricted Shares other than the Accelerated Shares) shall lapse with respect to 33 1/3 percent (33 1/3%) of such remaining Restricted Shares on each of the first, second and third anniversaries of the Closing, so long as the Purchaser continues to be a Service Provider at all times from the Effective Date through each such anniversary. The determination of the number of Accelerated Shares shall be made by an accounting firm selected by the Company and consented to by the Purchaser, which consent shall not be unreasonably withheld. (ii) Notwithstanding Section 2(b)(i), following the Closing, all of the remaining Restricted Shares shall earlier vest, and the Right of Repurchase shall lapse, upon the first to occur of (i) the termination of the Purchaser’s employment by the Company without Cause or as the result of the Company’s non-renewal of the Purchaser’s New Employment Agreement; (ii) the termination of the Purchaser’s employment with the Company by him for Good Reason; or (iii) the termination of the Purchaser’s employment with the Company as the result of his death or Disability, in each instance so long as the Purchaser continues to be employed by the Company at all times from the Effective Date through the date of the applicable vesting event.

Lapse of Repurchase Right. (i) Except as otherwise provided in Section 2(b)(ii), the Right of Repurchase shall lapse with respect to every 10% portion of the Restricted Shares, (being 10,000 shares) in each of the first through the tenth years from the Effective Date, each such year being a vesting year ending on the respective anniversary date of the Effective Date. (ii) Notwithstanding Section 2(b)(i), the Restricted Shares may vest, and the Right of Repurchase may lapse, sooner under Sections 6(c)(6) and 10(a) of the Purchaser’s Employment Agreement with the Company.