Common use of Acceleration of Awards Upon Change in Control Clause in Contracts

Acceleration of Awards Upon Change in Control. Unless the Board determines, prior to the occurrence of any of the following (each of which shall be hereafter referred to as a "Change in Control Event"): (i) Approval by the stockholders of the Company of the dissolution or liquidation of the Company; (ii) Approval by the stockholders of the Company of an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities that are not subsidiaries or other affiliates, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity immediately after the reorganization are, or will be, owned, directly or indirectly, by stockholders of the Company immediately before such reorganization (assuming for purposes of such determination that there is no change in the record ownership of the Company's securities from the record date for such approval until such reorganization and that such record owners hold no securities of the other parties to such reorganization, but including in such determination any securities of the other parties to such reorganization held by affiliates of the Company); (iii) Approval by the stockholders of the Company of the sale of substantially all of the Company's business and/or assets to a person or entity which is not a subsidiary or other affiliate; (iv) Any `person' (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended from time to time (the "EXCHANGE ACT") but excluding any person described in and satisfying the conditions of Rule 13d-1(b)(1) thereunder) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities entitled to then vote generally in the election of directors of the Company; or (v) During any period not longer than two consecutive years, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's stockholders, of each new Board member was approved by a vote of at least three-fourths of the Board members then still in office who were Board members at the beginning of such period (including for these purposes, new members whose election or nomination was so approved), that, upon the occurrence of a Change in Control Event, there shall be no acceleration of benefits under the Option or determines that only certain or limited benefits under the Option shall be accelerated and the extent to which they shall be accelerated, and/or establishes a different time in respect of such Change in Control Event for such acceleration, then upon the occurrence of a Change in Control Event the Option shall become immediately exercisable. The Board may override the limitations on acceleration in this Section 9.2 and may accord the Optionee a right to refuse any acceleration, in such circumstances as the Board may approve. Any acceleration of the Option shall comply with applicable regulatory requirements, including, without limitation, Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the "CODE").

Acceleration of Awards Upon Change in Control. Unless the Board determines, prior to the occurrence of any of the following (each of which shall be hereafter referred to as a "“Change in Control Event"”): (i) Approval by the stockholders of the Company of the dissolution or liquidation of the Company; (ii) Approval by the stockholders of the Company of an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities that are not subsidiaries or other affiliates, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity immediately after the reorganization are, or will be, owned, directly or indirectly, by stockholders of the Company immediately before such reorganization (assuming for purposes of such determination that there is no change in the record ownership of the Company's ’s securities from the record date for such approval until such reorganization and that such record owners hold no securities of the other parties to such reorganization, but including in such determination any securities of the other parties to such reorganization held by affiliates of the Company); (iii) Approval by the stockholders of the Company of the sale of substantially all of the Company's ’s business and/or assets to a person or entity which is not a subsidiary or other affiliate; (iv) Any `‘person' ’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended from time to time (the "EXCHANGE ACT"“Exchange Act”) but excluding any person described in and satisfying the conditions of Rule 13d-1(b)(1) thereunder) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's ’s then outstanding securities entitled to then vote generally in the election of directors of the Company; or (v) During any period not longer than two consecutive years, individuals who at the beginning of such period constituted the Board cease to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's ’s stockholders, of each new Board member was approved by a vote of at least three-fourths of the Board members then still in office who were Board members at the beginning of such period (including for these purposes, new members whose election or nomination was so approved), that, upon the occurrence of a Change in Control Event, there shall be no acceleration of benefits under the Option or determines that only certain or limited benefits under the Option shall be accelerated and the extent to which they shall be accelerated, and/or establishes a different time in respect of such Change in Control Event for such acceleration, then upon the occurrence of a Change in Control Event the Option shall become immediately exercisable. The Board may override the limitations on acceleration in this Section 9.2 and may accord the Optionee a right to refuse any acceleration, in such circumstances as the Board may approve. Any acceleration of the Option shall comply with applicable regulatory requirements, including, without limitation, Section 422 of the Internal Revenue Code of 1986, as amended from time to time (the "CODE"“Code”).