Common use of Acceleration of Exercisability Clause in Contracts

Acceleration of Exercisability. Upon the occurrence of a Terminating Transaction and for a period of ten (10) days thereafter, this Option shall be exercisable as to all of the shares covered hereby, notwithstanding that this Option shall not yet have become fully exercisable under Section 3.1(a); PROVIDED, HOWEVER, that this acceleration of exercisability shall not take place if: (a) This Option becomes unexercisable under Section 3.3 prior to the effective date of the Terminating Transaction; or (b) In connection with such Terminating Transaction, provision is made for an assumption of this Option or a substitution therefor of a new option by a successor corporation or a Parent Corporation or Subsidiary Corporation of such corporation. The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not limited to, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated Terminating Transaction and determinations regarding whether provisions for assumption or substitution have been made in accordance with subsection (b) above."