Stock Option Acceleration. If one of the following events occur, regardless of whether the acquiring entity or Successor assumes or replaces the stock options granted and then held by the stock option grantee and regardless of whether the grantee continues to be employed by the Company after the Change in Control, then all such stock options which are unvested shall vest and be immediately exercisable in full, as of the date of the Change in Control and, shall, in the case of options, remain exercisable until two years after the date of the Change in Control but in no event after the expiration date of any stock option: (1) more than 50% of the board seats change, and those changes were not supported by the current board (i.e. hostile takeover); (2) the purchase of at least 60% of the voting stock of the company by any individual, entity, or group; or (3) approval by the shareholders of a merger, reorganization, or consolidation if more than 60% of the company will now be owned by what were previously non-shareholders (i.e. acquisition by another corporation); or (4) approval by the shareholders of a sale of assets comprising at least 60% of the business.
Appears in 2 contracts
Sources: Stock Option Agreement (Calidi Biotherapeutics, Inc.), Stock Option Agreement (Calidi Biotherapeutics, Inc.)