Common use of Acquisition of the Company Clause in Contracts

Acquisition of the Company. Upon the consummation of an Acquisition, the board of directors of the surviving or acquiring entity (the “Applicable Board) shall, as to outstanding Awards (on the same basis or on different bases as the Applicable Board shall specify), make appropriate provision for the continuation of such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Awards either (a) the consideration payable with respect to the outstanding shares of Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Applicable Board deems appropriate, the fair market value of which (as determined by the Applicable Board in its sole discretion) shall not materially differ from the fair market value of the shares of Stock subject to such Awards immediately preceding the Acquisition. Unless otherwise determined by the Applicable Board (on the same basis or on a different basis as the Applicable Board shall specify), the rights of the Company relating to the Award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended to such Award. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.

Acquisition of the Company. Upon the consummation of an Acquisition, the board of directors of the surviving or acquiring entity (the “Applicable Board”) shall, as to outstanding Awards (on the same basis or on different bases as the Applicable Board shall specify), make appropriate provision for the continuation of such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Awards either (a) the consideration payable with respect to the outstanding shares of Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Applicable Board deems appropriate, the fair market value of which (as determined by the Applicable Board in its sole discretion) shall not materially differ from the fair market value of the shares of Stock subject to such Awards immediately preceding the Acquisition. Unless otherwise determined by the Applicable Board (on the same basis or on a different basis as the Applicable Board shall specify), the rights of the Company relating to the Award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended to such Award. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.