Common use of Assumption on a Change in Control Clause in Contracts

Assumption on a Change in Control. Notwithstanding any term of the Plan to the contrary (including, without limitation, Section 14.05), in no event may the Awards be cancelled, terminated or cashed out, without the Participant's express prior written consent in connection with any merger, stock sale, asset sale or similar transaction (including without limitation any Change in Control), and the Company shall provide and arrange for any successor to the Company or such other applicable party to such Change in Control or other transaction (or its parent or subsidiary, as the case may be) to assume the Awards (or substitute a replacement award on equal terms for the Awards). The foregoing shall not affect the termination of the Option by its terms under Section 2, 3 or 4 of this Agreement, nor shall it affect the ability of the Company to adjust the Awards under Article XVI of the Plan or to terminate and liquidate the Plan with respect to Dividend Equivalents after the Option has been exercised in full or expired pursuant to its terms to the extent such termination and liquidation is otherwise permissible under Treasury Regulation Section 1.409A-3(j)(4)(ix), all of which may occur without the Participant's written consent.

Assumption on a Change in Control. Notwithstanding any term of the Plan to the contrary (including, without limitation, Section 14.05), in no event may the Awards be cancelled, terminated or cashed out, without the Participant's express prior written consent in connection with any merger, stock sale, asset sale or similar transaction (including without limitation any Change in Control), and the Company shall provide and arrange for any successor to the Company or such other applicable party to such Change in Control or other transaction (or its parent or subsidiary, as the case may be) to assume the Awards (or substitute a replacement award on equal terms for the Awards). The foregoing shall not affect the termination of the Option by its terms under Section 2, 2 or Section 3 or 4 of this Agreement, nor shall it affect the ability of the Company to adjust the Awards under Article XVI of the Plan or to terminate and liquidate the Plan with respect to Dividend Equivalents after the Option has been exercised in full or expired pursuant to its terms to the extent such termination and liquidation is otherwise permissible under Treasury Regulation Section 1.409A-3(j)(4)(ix), all of which may occur without the Participant's written consent.

Assumption on a Change in Control. Notwithstanding any term of the Plan to the contrary (including, without limitation, Section 14.05), in no event may the Awards be cancelled, terminated or cashed out, without the Participant's express prior written consent in connection with any merger, stock sale, asset sale or similar transaction (including without limitation any Change in Control), and the Company shall provide and arrange for any successor to the Company or such other applicable party to such Change in Control or other transaction (or its parent or subsidiary, as the case may be) to assume the Awards (or substitute a replacement award on equal terms for the Awards). The foregoing shall not affect the termination of the Option by its terms under Section 2, 3 or 4 of this Agreement, nor shall it affect the ability of the Company to adjust the Awards under Article XVI of the Plan or to terminate and liquidate the Plan with respect to Dividend Equivalents after the Option has been exercised in full or expired pursuant to its terms to the extent such termination and liquidation is otherwise permissible under Treasury Regulation Section 1.409A-3(j)(4)(ix1.409A-3(jX4Xix), all of which may occur without the Participant's written consent.