Common use of Acceleration Upon Change in Control Clause in Contracts

Acceleration Upon Change in Control. In the event of a Change In Control (as defined below) of the Company, then the holder of the options evidenced by this Agreement shall have the right, immediately prior to the consummation of such transaction constituting the Change In Control, to exercise such options, to the extent not theretofore exercised, without regard to any of the requirements as to the time periods and installments of exercisability set forth in this Agreement if (and only if) such options have not expired or otherwise been terminated prior to such vesting and the date of such transaction. Notwithstanding the foregoing, such acceleration of exercisability shall not apply if a majority of the board of directors of the acquiring or surviving corporation (or a parent corporation thereof) immediately after such Change in Control transaction consists of individuals who constitute a majority of the board of directors of the Company immediately prior to such transaction and such surviving or acquiring corporation agrees to assume such options in connection with such transaction.

Acceleration Upon Change in Control. In the event of a Change In Control (as defined below) of the Company, then the holder of the options evidenced by this Agreement shall have the right, immediately prior to the consummation of such transaction constituting the Change In Control, to exercise such options, to the extent not theretofore exercised, without regard to any of the requirements as to the time periods and installments of exercisability set forth in this Agreement if (and only if) such options have not expired or otherwise been terminated prior to such vesting and the date of such transaction. Notwithstanding the foregoing, such acceleration of exercisability shall not apply if a majority at least one-half of the board of directors of the acquiring or surviving corporation (or a parent corporation thereof) immediately after such Change in Control transaction consists of individuals who constitute a majority were members of the board of directors of the Company immediately prior to such transaction and such surviving or acquiring corporation agrees to assume such options in connection with such transaction.