Common use of Acceleration in Certain Events Clause in Contracts

Acceleration in Certain Events. Notwithstanding any other provisions of this Agreement, a special acceleration (“Special Acceleration”) of the Option shall occur and the Option shall immediately become exercisable in full at any time when any one of the following events has taken place: (1) The shareholders of the Company approve one of the following (“Approved Transactions”): (A) any consolidation, merger or plan of exchange involving the company (“Merger”) pursuant to which Common Stock would be converted into cash; or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transaction) of all or substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (D) any merger, consolidation or plan of exchange which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or less of the combined voting power of the voting securities of the company or such surviving entity outstanding immediately after such merger, consolidation or exchange; or (E) any merger, consolidation or plan of exchange effected to implement a recapitalization of the Company (or similar transaction) in which a person acquires more than 20% of the combined voting power of the Company’s then outstanding securities; or (2) A tender or exchange offer, other than one made by the Company, is made for Common Stock (or securities convertible into Common Stock) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of more than 20 percent of the outstanding Common Stock; or (3) Any person is or becomes the beneficial owner of more than 20 percent of the Company’s outstanding Common stock; or (4) During any period of two consecutive years, individuals who at the beginning of such period constituted a majority of the Board of Directors cease for any reason to constitute a majority thereof unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Precision Castparts Corp. All options that are accelerated pursuant to this paragraph 2.5(c) shall terminate upon the dissolution of the Company or upon the consummation of any Merger pursuant to which Common Stock would be converted to cash. The terms used in this paragraph 2.5(c) and not defined elsewhere in this Agreement shall have the same meanings as such terms have in the Exchange Act and the rules and regulations adopted thereunder.

Acceleration in Certain Events. Notwithstanding any other provisions of this Agreement, a special acceleration (“Special Acceleration”) of the Option shall occur and the Option shall immediately become exercisable in full at any time when any one of the following events has taken place: (1) The shareholders of the Company approve one of the following (“Approved Transactions”): (A) any consolidation, merger or plan of exchange involving the company (“Merger”) pursuant to which Common Stock would be converted into cash; or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transaction) of all or substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (D) any merger, consolidation or plan of exchange which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or less of the combined voting power of the voting securities of the company or such surviving entity outstanding immediately after such merger, consolidation or exchange; or (E) any merger, consolidation or plan of exchange effected to implement a recapitalization of the Company (or similar transaction) in which a person acquires more than 20% of the combined voting power of the Company’s then outstanding securities; or (2) A tender or exchange offer, other than one made by the Company, is made for Common Stock (or securities convertible into Common Stock) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of more than 20 percent of the outstanding Common Stock; or (3) Any person is or becomes the beneficial owner of more than 20 percent of the Company’s outstanding Common stock; or (4) During any period of two consecutive years, individuals who at the beginning of such period constituted a majority of the Board of Directors cease for any reason to constitute a majority thereof unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Precision Castparts Corp. All options that are accelerated pursuant to this paragraph 2.5(c) shall terminate upon the dissolution of the Company or upon the consummation of any Merger pursuant to which Common Stock would be converted to cash. The terms used in this paragraph 2.5(c) and not defined elsewhere in this Agreement shall have the same meanings as such terms have in the Exchange Act and the rules and regulations adopted thereunder.

Acceleration in Certain Events. Notwithstanding any other provisions of this Agreement, a special acceleration (“Special Acceleration”) of the Option shall occur and the Option all options outstanding under this Agreement shall immediately become exercisable in full for the remainder of their terms at any time when any one of the following events has taken placeplace after the date hereof: (1a) The shareholders stockholders of the Company approve one of the following (“"Approved Transactions”): "): (Ai) any Any consolidation, merger or plan of exchange exchange, involving the company Company (“"Merger”") pursuant to which Common Stock would be converted into cash; or or (Bii) any Any sale, lease, exchange or other transfer (in one transaction or a series of related transactiontransactions) of all or substantially all of the assets of the Company; Company or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (D) any merger, consolidation or plan of exchange which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or less of the combined voting power of the voting securities of the company or such surviving entity outstanding immediately after such merger, consolidation or exchange; or (E) any merger, consolidation or plan of exchange effected to implement a recapitalization of the Company (or similar transaction) in which a person acquires more than 20% of the combined voting power of the Company’s then outstanding securities; or (2b) A tender or exchange offer, other than one made by the Company, is made for Common Stock (or securities convertible into Common Stock) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)amended), directly or indirectly, of more than at least 20 percent of the outstanding Common StockStock (an "Offer"); or (3c) Any person is or becomes The Company receives a report on Schedule 13D under the Securities Exchange Act of 1934, as amended, reporting the beneficial owner ownership by any person of more than 20 percent or more of the Company’s 's outstanding Common stockStock, except that if such receipt shall occur during a tender offer or exchange offer by any person other than the Company or a wholly owned subsidiary of the Company, acceleration of exercisability shall not take place until the conclusion of such offer; or (4d) During any period of two consecutive years12 months or less, individuals who at the beginning of such period constituted a majority of the Board of Directors cease for any reason to constitute a majority thereof unless the nomination or election of such new directors Directors was approved by a vote of at least two-thirds 2/3 of the directors Directors then still in office who were directors Directors at the beginning of such period. Precision Castparts Corp. All options that are accelerated pursuant to this paragraph 2.5(c) Paragraph 9 shall terminate upon the dissolution of the Company or upon the consummation of any Merger pursuant to which Common Stock would be converted to cash. The terms used in this paragraph 2.5(c) Paragraph 9 and not defined elsewhere in this the Agreement shall have the same meanings as such terms have in the Exchange Act and the rules and regulations adopted thereunder.

Acceleration in Certain Events. Notwithstanding any other provisions of this Agreement, a special acceleration (“Special Acceleration”) of the Option shall occur and the Option shall immediately become exercisable in full at any time when any one of the following events has taken place:: Precision Castparts Corp. (1) The shareholders of the Company approve one of the following (“Approved Transactions”): (A) any consolidation, merger or plan of exchange involving the company (“Merger”) pursuant to which Common Stock would be converted into cash; or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transaction) of all or substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company; or (D) any merger, consolidation or plan of exchange which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or less of the combined voting power of the voting securities of the company or such surviving entity outstanding immediately after such merger, consolidation or exchange; or (E) any merger, consolidation or plan of exchange effected to implement a recapitalization of the Company (or similar transaction) in which a person acquires more than 20% of the combined voting power of the Company’s then outstanding securities; or (2) A tender or exchange offer, other than one made by the Company, is made for Common Stock (or securities convertible into Common Stock) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of more than 20 percent of the outstanding Common Stock; or (3) Any person is or becomes the beneficial owner of more than 20 percent of the Company’s outstanding Common stock; or (4) During any period of two consecutive years, individuals who at the beginning of such period constituted a majority of the Board of Directors cease for any reason to constitute a majority thereof unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. Precision Castparts Corp. All options that are accelerated pursuant to this paragraph 2.5(c) shall terminate upon the dissolution of the Company or upon the consummation of any Merger pursuant to which Common Stock would be converted to cash. The terms used in this paragraph 2.5(c) and not defined elsewhere in this Agreement shall have the same meanings as such terms have in the Exchange Act and the rules and regulations adopted thereunder.