Common use of Termination of the Repurchase Right Clause in Contracts

Termination of the Repurchase Right. (a) The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Shares in which the Founder is vested in accordance with the schedule below. Accordingly, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Purchased Shares in accordance with the following provisions: (i) During the initial 12 month period measured the date of this Agreement (the "Vesting Measurement Date"), the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, (A) 6.25% of the Purchased Shares three months after the Vesting Measurement Date, (B) an additional 6.25% of the Purchased Shares six months after the Vesting Measurement Date, (C) an additional 6.25% of the Purchased Shares nine months after the Vesting Measurement Date, and (D) an additional 6.25% of the Purchased Shares twelve months after the Vesting Measurement Date. Accordingly, upon the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to, 25% of the Purchased Shares. (ii) From and after the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the remaining Purchased Shares in a series of successive monthly installments each equal to 1/48th of the Purchased Shares. Accordingly, upon the expiration of 48 months after the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to all of the Purchased Shares. (iii) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the 1933 Act covering the offer and sale of the Company's Common Stock at a price per share of not less than $10.00 (as adjusted for stock splits and the like effected after the date of this Agreement) and an aggregate offering price to the public of not less than $20,000,000, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Unvested Shares as of such closing. (iv) The Company acknowledges and agrees that, during the period beginning on the date of this Agreement and ending 48 months thereafter, the Founder's relationship with the Company as a Service Provider may not be terminated by the Company without Cause except with the consent of ▇▇▇▇ ▇▇▇▇▇ (or, if ▇▇▇▇ ▇▇▇▇▇ is not the Chief Executive Officer of the Company, the then current Chief Executive Officer) and at least one of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇ (excluding any of these three persons that is not then a Service Provider to the Company). In the event that the Founder's relationship with the Company as a Service Provider is terminated by the Company without Cause during such 48-month period, then the Founder shall, upon the date of such termination, acquire a vested interest in, and the Purchase Right shall lapse with respect to, 25% of the Purchased Shares, in

Appears in 3 contracts

Sources: Founder Stock Repurchase and Vesting Agreement (Paradigm Genetics Inc), Founder Stock Repurchase and Vesting Agreement (Paradigm Genetics Inc), Founder Stock Repurchase and Vesting Agreement (Paradigm Genetics Inc)

Termination of the Repurchase Right. (a) The Repurchase Right shall terminate with respect to any Unvested Purchased Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right provided in Section 5.1 shall terminate, and cease to be exercisable, with respect to any and all Purchased Shares in which the Founder is vested Purchaser vests in accordance with the schedule below. Accordingly, provided the Founder Purchaser continues to be a Service Provider to the Corporation, the Purchaser shall acquire a vested interest in, and the Repurchase Right provided in Section 5.1 shall lapse with respect to, the Purchased Shares in accordance with the following provisions: (i) During The Purchaser shall not acquire any vested interest in, nor shall the Repurchase Right provided in Section 5.1 lapse with respect to, any Purchased Shares during the initial 12 twelve (12) month period measured from and after the date of this Agreement hereof (the "Vesting Measurement Date"). (ii) Upon the expiration of the initial twelve (12) month period measured from the Vesting Measurement Date, the Founder Purchaser shall acquire a vested interest in, and the Repurchase Right provided in Section 5.1 shall lapse with respect to, that number of Purchased Shares equal to twenty-five percent (A25%) 6.25% of the Purchased Shares three Shares. (iii) From and after twelve (12) months after the Vesting Measurement Date, (B) an additional 6.25% of the Purchased Shares six months after the Vesting Measurement Date, (C) an additional 6.25% of the Purchased Shares nine months after the Vesting Measurement Date, and (D) an additional 6.25% of the Purchased Shares twelve months after the Vesting Measurement Date. Accordingly, upon following the expiration of the initial 12 twelve (12) month period measured from the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to, 25% of the Purchased Shares. (ii) From and after the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder Purchaser shall acquire a vested interest in, and the Repurchase Right provided in Section 5.1 shall lapse with respect to, the remaining Purchased Shares in a series of successive monthly annual installments each equal to 1/48th twenty-five percent (25%) of the number of Purchased Shares. Accordingly, upon Shares issued by the expiration Corporation to the Purchaser as of 48 months after the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and date hereof. (b) All Purchased Shares as to which the Repurchase Right shall have lapsed with respect provided in Section 5.1 lapses shall, however, continue to all be subject to (i) the First Refusal Right of the Purchased SharesCorporation and its assignees under Article VI hereof and (ii) the market stand-off provisions of Section 3.3 above. (iii) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the 1933 Act covering the offer and sale of the Company's Common Stock at a price per share of not less than $10.00 (as adjusted for stock splits and the like effected after the date of this Agreement) and an aggregate offering price to the public of not less than $20,000,000, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Unvested Shares as of such closing. (iv) The Company acknowledges and agrees that, during the period beginning on the date of this Agreement and ending 48 months thereafter, the Founder's relationship with the Company as a Service Provider may not be terminated by the Company without Cause except with the consent of ▇▇▇▇ ▇▇▇▇▇ (or, if ▇▇▇▇ ▇▇▇▇▇ is not the Chief Executive Officer of the Company, the then current Chief Executive Officer) and at least one of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇ (excluding any of these three persons that is not then a Service Provider to the Company). In the event that the Founder's relationship with the Company as a Service Provider is terminated by the Company without Cause during such 48-month period, then the Founder shall, upon the date of such termination, acquire a vested interest in, and the Purchase Right shall lapse with respect to, 25% of the Purchased Shares, in

Appears in 1 contract

Sources: Employee Stock Purchase Agreement (Viropharma Inc)

Termination of the Repurchase Right. (a) Prior to the Acquisition, the Repurchase Right shall apply at all times to one hundred percent (100%) of the Corporation Shares. Following the Acquisition, the vesting schedule described hereunder shall apply to the Group 1 Shares, and as provided in Section 2.2(a) hereof the Repurchase Right shall no longer apply to the Corporation Shares. The Repurchase Right shall terminate with respect to any Unvested Group 1 Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Group 1 Shares in which the Founder is vested Purchaser vests in accordance with the schedule below. Accordingly, provided the Founder Purchaser continues to be a Service Provider to the Corporation, the Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Purchased Group 1 Shares in accordance with the following provisions: (i) During The Purchaser shall not acquire any vested interest in, nor shall the Repurchase Right lapse with respect to, any Group 1 Shares during the initial 12 twelve (12) month period measured from the date Acquisition Closing Date. (ii) Upon the expiration of this Agreement the initial twelve (12) month period measured from the "Vesting Measurement Acquisition Closing Date"), the Founder Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, that number of Group 1 Shares equal to twenty percent (A20%) 6.25% of the Purchased Shares three months after the Vesting Measurement Date, (B) an additional 6.25% of the Purchased Shares six months after the Vesting Measurement Date, (C) an additional 6.25% of the Purchased Shares nine months after the Vesting Measurement Date, and (D) an additional 6.25% of the Purchased Shares twelve months after the Vesting Measurement Date. Accordingly, upon the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to, 25% of the Purchased Group 1 Shares. (iiiii) From and after the expiration of the initial 12 twelve (12) month period measured from the Vesting Measurement Acquisition Closing Date, the Founder Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the remaining Purchased Group 1 Shares in a series of successive monthly annual installments each equal to 1/48th twenty percent (20%) of the Purchased Shares. Accordingly, upon the expiration of 48 months after the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to all of the Purchased Group 1 Shares. (iii) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the 1933 Act covering the offer and sale of the Company's Common Stock at a price per share of not less than $10.00 (as adjusted for stock splits and the like effected after the date of this Agreement) and an aggregate offering price to the public of not less than $20,000,000, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Unvested Shares as of such closing. (iv) The Company acknowledges and agrees that, during the period beginning on the date of this Agreement and ending 48 months thereafter, the Founder's relationship with the Company as a Service Provider may not be terminated by the Company without Cause except with the consent of ▇▇▇▇ ▇▇▇▇▇ (or, if ▇▇▇▇ ▇▇▇▇▇ is not the Chief Executive Officer of the Company, the then current Chief Executive Officer) and at least one of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇ (excluding any of these three persons that is not then a Service Provider to the Company). In the event that the Founder's relationship with the Company as a Service Provider is terminated by the Company without Cause during such 48-month period, then the Founder shall, upon the date of such termination, acquire a vested interest in, and the Purchase Right shall lapse with respect to, 25% of the Purchased Shares, in

Appears in 1 contract

Sources: Employee Stock Purchase Agreement (Group 1 Automotive Inc)

Termination of the Repurchase Right. (a) Prior to the Acquisition, the Repurchase Right shall apply at all times to one hundred percent (100 %) of the Corporation Shares. Following the Acquisition, the vesting schedule described hereunder shall apply to the Group 1 Shares, and as provided in Section 2.2(a) hereof the Repurchase Right shall no longer apply to the Corporation Shares. The Repurchase Right shall terminate with respect to any Unvested Group 1 Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Group 1 Shares in which the Founder is vested Purchaser vests in accordance with the schedule below. Accordingly, provided the Founder Purchaser continues to be a Service Provider to the Corporation, the Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Purchased Group 1 Shares in accordance with the following provisions: (i) During The Purchaser shall not acquire any vested interest in, nor shall the Repurchase Right lapse with respect to, any Group 1 Shares during the initial 12 twelve (12) month period measured from the date Acquisition Closing Date. (ii) Upon the expiration of this Agreement the initial twelve (12) month period measured from the "Vesting Measurement Acquisition Closing Date"), the Founder Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, that number of Group 1 Shares equal to twenty percent (A20 %) 6.25% of the Purchased Shares three months after the Vesting Measurement Date, (B) an additional 6.25% of the Purchased Shares six months after the Vesting Measurement Date, (C) an additional 6.25% of the Purchased Shares nine months after the Vesting Measurement Date, and (D) an additional 6.25% of the Purchased Shares twelve months after the Vesting Measurement Date. Accordingly, upon the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to, 25% of the Purchased Group 1 Shares. (iiiii) From and after the expiration of the initial 12 twelve (12) month period measured from the Vesting Measurement Acquisition Closing Date, the Founder Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the remaining Purchased Group 1 Shares in a series of successive monthly annual installments each equal to 1/48th twenty percent (20 %) of the Purchased Shares. Accordingly, upon the expiration of 48 months after the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to all of the Purchased Group 1 Shares. (iii) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the 1933 Act covering the offer and sale of the Company's Common Stock at a price per share of not less than $10.00 (as adjusted for stock splits and the like effected after the date of this Agreement) and an aggregate offering price to the public of not less than $20,000,000, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Unvested Shares as of such closing. (iv) The Company acknowledges and agrees that, during the period beginning on the date of this Agreement and ending 48 months thereafter, the Founder's relationship with the Company as a Service Provider may not be terminated by the Company without Cause except with the consent of ▇▇▇▇ ▇▇▇▇▇ (or, if ▇▇▇▇ ▇▇▇▇▇ is not the Chief Executive Officer of the Company, the then current Chief Executive Officer) and at least one of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇ (excluding any of these three persons that is not then a Service Provider to the Company). In the event that the Founder's relationship with the Company as a Service Provider is terminated by the Company without Cause during such 48-month period, then the Founder shall, upon the date of such termination, acquire a vested interest in, and the Purchase Right shall lapse with respect to, 25% of the Purchased Shares, in

Appears in 1 contract

Sources: Employee Stock Purchase Agreement (Group 1 Automotive Inc)

Termination of the Repurchase Right. The Repurchase Right shall terminate, and the Owner shall accordingly vest in the Purchased Shares, in accordance with the following provisions: (a) The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.2. In addition, the 3.2. (b) The Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Shares in which the Founder is vested Purchaser vests in accordance with the schedule below. Accordingly, provided the Founder Purchaser continues to be an Employee of the Corporation, the Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the one or more Purchased Shares in accordance with the following vesting provisions: (i) During The Purchaser shall not acquire any vested interest in, nor shall the Repurchase Right lapse with respect to, any Purchased Shares during the initial 12 __________ (_) calendar month period measured from the date Grant Date of this Agreement the Option. (ii) Upon the "Vesting Measurement Date"expiration of such initial ________ (_)-month period, the Founder Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, that number of Purchased Shares equal to _________________ percent (A_%) 6.25% of the Total Purchasable Shares under the Option (without adjustment for shares already Purchased Shares three months after the Vesting Measurement Date, (B) an additional 6.25% of the Purchased Shares six months after the Vesting Measurement Date, (C) an additional 6.25% of the Purchased Shares nine months after the Vesting Measurement Date, and (D) an additional 6.25% of the Purchased Shares twelve months after the Vesting Measurement Date. Accordingly, upon the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to, 25% of the Purchased Sharespursuant to such Option). (iiiii) From and after the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder The Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the remaining Purchased Shares in a series of successive ____________ (__)consecutive monthly installments installments, each equal to 1/48th of the Purchased Shares. Accordingly, upon the expiration of 48 months after the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to all of the Purchased Shares. _____________ (iii__) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the 1933 Act covering the offer and sale of the Company's Common Stock at a price per share of not less than $10.00 (as adjusted for stock splits and the like effected after the date of this Agreement) and an aggregate offering price to the public of not less than $20,000,000, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Unvested Shares as of such closing. (iv) The Company acknowledges and agrees that, during the period beginning on the date of this Agreement and ending 48 months thereafter, the Founder's relationship with the Company as a Service Provider may not be terminated by the Company without Cause except with the consent of ▇▇▇▇ ▇▇▇▇▇ (or, if ▇▇▇▇ ▇▇▇▇▇ is not the Chief Executive Officer of the Company, the then current Chief Executive Officer) and at least one of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇ (excluding any of these three persons that is not then a Service Provider to the Company). In the event that the Founder's relationship with the Company as a Service Provider is terminated by the Company without Cause during such 48-month period, then the Founder shall, upon the date of such termination, acquire a vested interest in, and the Purchase Right shall lapse with respect to, 25% of the Purchased Shares, inwith the first such installment to vest at the end of the _____________ (__) calendar month period measured from the Grant Date.

Appears in 1 contract

Sources: Restricted Stock Purchase Agreement (Xoma Corp /De/)

Termination of the Repurchase Right. (a) The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Shares in which the Founder is vested in accordance with the schedule below. Accordingly, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Purchased Shares in accordance with the following provisions: (i) During the initial 12 month period measured the date of this Agreement (the "Vesting Measurement Date"), the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, (A) 6.25% of the Purchased Shares three months after the Vesting Measurement Date, (B) an additional 6.25% of the Purchased Shares six months after the Vesting Measurement Date, (C) an additional 6.25% of the Purchased Shares nine months after the Vesting Measurement Date, and (D) an additional 6.25% of the Purchased Shares twelve months after the Vesting Measurement Date. Accordingly, upon the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to, 25% of the Purchased Shares. (ii) From and after the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the remaining Purchased Shares in a series of successive monthly installments each equal to 1/48th of the Purchased Shares. Accordingly, upon the expiration of 48 months after the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to all of the Purchased Shares. (iii) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the 1933 Act covering the offer and sale of the Company's Common Stock at a price per share of not less than $10.00 (as adjusted for stock splits and the like effected after the date of this Agreement) and an aggregate offering price to the public of not less than $20,000,000, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Unvested Shares as of such closing. (iv) The Company acknowledges and agrees that, during the period beginning on the date of this Agreement and ending 48 months thereafter, the Founder's relationship with the Company as a Service Provider may not be terminated by the Company without Cause except with the consent of ▇▇▇▇ ▇▇▇▇▇ (or, if ▇▇▇▇ ▇▇▇▇▇ is not the Chief Executive Officer of the Company, the then current Chief Executive Officer) and at least one of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇ (excluding any of these three persons that is not then a Service Provider to the Company). In the event that the Founder's relationship with the Company as a Service Provider is terminated by the Company without Cause during such 48-month period, then the Founder shall, upon the date of such termination, acquire a vested interest in, and the Purchase Right shall lapse with respect to, 25% of the Purchased Shares, in,

Appears in 1 contract

Sources: Founder Stock Repurchase and Vesting Agreement (Paradigm Genetics Inc)

Termination of the Repurchase Right. (ai) The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.2Subsection 3(b). In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Purchased Unvested Shares in which the Founder is vested ▇▇▇▇▇▇▇ vests in accordance with the schedule below. Accordingly, the Founder shall acquire provided ▇▇▇▇▇▇▇ continues to be a vested interest in, and the Repurchase Right shall lapse with respect to, the Purchased Shares in accordance with the following provisions: (i) During the initial 12 month period measured the date of this Agreement (the "Vesting Measurement Date"), the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, (A) 6.25% of the Purchased Shares three months after the Vesting Measurement Date, (B) an additional 6.25% of the Purchased Shares six months after the Vesting Measurement Date, (C) an additional 6.25% of the Purchased Shares nine months after the Vesting Measurement Date, and (D) an additional 6.25% of the Purchased Shares twelve months after the Vesting Measurement Date. Accordingly, upon the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to, 25% of the Purchased Shares. (ii) From and after the expiration of the initial 12 month period measured from the Vesting Measurement Date, the Founder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the remaining Purchased Shares in a series of successive monthly installments each equal Employee to 1/48th of the Purchased Shares. Accordingly, upon the expiration of 48 months after the Vesting Measurement Date, the Founder shall have acquired a vested interest in, and the Repurchase Right shall have lapsed with respect to all of the Purchased Shares. (iii) Upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the 1933 Act covering the offer and sale of the Company's Common Stock at a price per share of not less than $10.00 (as adjusted for stock splits and the like effected after the date of this Agreement) and an aggregate offering price to the public of not less than $20,000,000, the Founder ▇▇▇▇▇▇▇ shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Unvested Shares as of such closing.in accordance with the following provisions: (ivx) The Company acknowledges and agrees that, during the period beginning on the date of this Agreement and ending 48 months thereafter, the Founder's relationship with the Company as a Service Provider may not be terminated by the Company without Cause except with the consent of ▇▇▇▇ ▇▇▇▇▇ (or, if ▇▇▇▇ ▇▇▇▇▇ is not the Chief Executive Officer of the Company, the then current Chief Executive Officer) and at least one of ▇▇▇▇ ▇▇▇▇▇▇▇ shall not acquire any vested interest in, ▇▇▇▇▇ nor shall the Repurchase Right lapse with respect to, any Unvested Shares during the initial twelve (12) month period measured from January 1, 1994 (the "Vesting Measurement Date"). (y) Upon the expiration of the initial twelve (12) month period measured from the Vesting Measurement Date, ▇▇▇▇▇▇▇, or ▇▇▇▇▇▇▇▇▇ (excluding any of these three persons that is not then a Service Provider to the Company). In the event that the Founder's relationship with the Company as a Service Provider is terminated by the Company without Cause during such 48-month period, then the Founder shall, upon the date of such termination, shall acquire a vested interest in, and the Purchase Repurchase Right shall lapse with respect to, that number of Unvested Shares equal to twenty-five percent (25% %) of the Purchased Unvested Shares. (z) From and after the expiration of the initial twelve (12) month period measured from the Vesting Measurement Date, ▇▇▇▇▇▇▇ shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the remaining Unvested Shares in a series of successive monthly installments each equal to two and eight one-hundreds percent (2.08%) of the Unvested Shares. (ii) All Unvested Shares as to which the Repurchase Right lapses shall, however, continue to be subject to (i) the rights of refusal of the Company, its assignees and the Investors under Section 4 hereof and (ii) the co-sale provisions contained in Section 5 hereof.

Appears in 1 contract

Sources: Stock Purchase and Restriction Agreement (Pilot Network Services Inc)