Common use of ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER Clause in Contracts

ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. In the event of (i) a sale of all or substantially all of the assets of the Company, (ii) a merger in which the Company is not the surviving corporation or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume this Award or shall substitute a similar award (including an award to acquire the same consideration paid to the stockholders in the transaction described in this Section 7(b) for this Award), provided, that the Restricted Period shall apply to the same consideration paid to the stockholders in the transaction described in this Section 7(b) for this Award. In the event any surviving corporation or acquiring corporation refuses to assume this Award or to substitute similar awards for this Award, then the vesting of the Shares shall be accelerated and the Restricted Period shall lapse in full immediately prior to such event.

ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. In the event of (i) a sale of all or substantially all of the assets of the Company, (ii) a merger in which the Company is not the surviving corporation corporation, or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock of the Company outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume this Award Option, if outstanding under the Plan, or shall substitute a similar award (including an award to acquire the same consideration paid to the stockholders in the transaction described in this Section 7(b) 5.2 for this AwardOption, if outstanding under the Plan), provided, that the Restricted Period shall apply to the same consideration paid to the stockholders in the transaction described in this Section 7(b) for this Award. In the event any surviving corporation or acquiring corporation refuses to assume this Award Option or to substitute similar awards for this AwardOption, if outstanding under the Plan, then the vesting of the Shares this Option shall be accelerated and the Restricted Period shall lapse in full immediately and may be exercised with respect to up to 100% of the total number of Shares then subject to this Option minus the number of Shares previously purchased upon exercise of this Option, and this Option shall terminate if not exercised at or prior to such event.

ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. In the event of (i) a sale of all or substantially all of the assets of the Company, (ii) a merger in which the Company is not the surviving corporation corporation, or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock of the Company outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume this Award Option or shall substitute a similar award (including an award to acquire the same consideration paid to the stockholders in the transaction described in this Section 7(b) 6.2 for this AwardOption), provided, that the Restricted Period shall apply to the same consideration paid to the stockholders in the transaction described in this Section 7(b) for this Award. In the event any surviving corporation or acquiring corporation refuses to assume this Award Option or to substitute similar awards for this AwardOption, then the vesting of the Shares this Option shall be accelerated and the Restricted Period shall lapse in full immediately and may be exercised with respect to up to 100% of the total number of Shares then subject to this Option minus the number of Shares previously purchased upon exercise of this Option, and this Option shall terminate if not exercised at or prior to such event.

ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. In the event of (i) a sale of all or substantially all of the assets of the Company, (ii) a merger in which the Company is not the surviving corporation or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume this Award Award, if outstanding under the Plan or shall substitute a similar award awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this Section 7(b9(b) for this Award, if outstanding under the Plan), provided, that the Restricted Period shall apply to the same consideration paid to the stockholders in the transaction described in this Section 7(b) for this Award. In the event any surviving corporation or acquiring corporation refuses to assume this Award or to substitute similar awards for this Award, if outstanding under the Plan, then the vesting of the Shares shall be accelerated in full, and the Restricted Period this Award shall lapse in full immediately terminate at or prior to such event.

ASSET SALE, MERGER, CONSOLIDATION OR REVERSE MERGER. In the event of (i) a sale of all or substantially all of the assets of the Company, (ii) a merger in which the Company is not the surviving corporation or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume this Award or shall substitute a similar award (including an award to acquire the same consideration paid to the stockholders in the transaction described in this Section 7(b) for this Award), provided, that the Restricted Period shall apply to the same consideration paid to the stockholders in the transaction described in this Section 7(b) for this Award. In the event any surviving corporation or acquiring corporation refuses to assume this Award or to substitute similar awards for this Award, then the vesting of the Shares shall be accelerated and the Restricted Period shall lapse in full immediately prior to such event, provided that if the Shares are subject to performance-based vesting, the Shares will vest based on the higher of (a) actual performance as of immediately prior to such event or (b) target performance, prorated based on a shortened performance period as of immediately prior to such event.