Common use of Certain Business Combinations Clause in Contracts

Certain Business Combinations. In the event it is determined by the Board, upon consultation with Company management and the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, which allows for the acceleration of vesting of Option shares and termination of Repurchase Rights upon the effective date of a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 6, the Board's determination shall require the unanimous approval of the non-employee Board members.

Certain Business Combinations. In the event it is determined by ----------------------------- the Board, upon consultation with Company management and the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 1 hereof, which allows for the acceleration of vesting of Option shares stock options and termination of Repurchase Rights Restricted Stock granted for the Company's securities upon the effective date of a Change of Control, Corporate Transaction would preclude accounting for any proposed business combination of the Company involving a Change of Control Corporate Transaction as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 64, the Board's determination shall require the unanimous approval of the non-employee Director Board members.

Certain Business Combinations. In the event it is determined by ----------------------------- the Board, upon consultation with Company management and receipt of a written opinion of the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, which allows allow for the acceleration of vesting of Option shares and termination of Repurchase Rights stock options or restricted stock grants for the Company's securities upon the effective date of a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 65, the Board's determination shall require the unanimous approval of the non-non- employee Board members.

Certain Business Combinations. In the event it is determined by the BoardBoard of Directors, upon consultation with Company management and receipt of a written opinion of the CompanyCorporation's independent auditorspublic accountants, that the enforcement of any Section provision of this Agreement, including, but not limited to, Section 2 5 hereof, which allows for the acceleration of vesting of Option options to purchase shares and of the Company's common stock upon a termination of Repurchase Rights upon the effective date of in connection with a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section provision of this Agreement shall be null and void. For purposes of this Section 69, the Board's determination shall require the unanimous approval of the non-employee disinterested Board members.

Certain Business Combinations. In the event it is determined by the Board, upon consultation with Company management and receipt of a written opinion of the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, which allows allow for the acceleration of vesting of Option shares and termination of Repurchase Rights stock options or restricted stock grants for the Company's securities upon the effective date of a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 65, the Board's determination shall require the unanimous approval of the non-employee Board members.

Certain Business Combinations. In the event it is determined by the Board, upon consultation with the Company management and the Company's independent auditorspublic accountants, that the enforcement of any agreement between Employee and the Company, including the provisions of Section 2(a) of this Agreement, including, but not limited to, Section 2 hereof, which allows for the acceleration of vesting of Option shares and termination of Repurchase Rights upon stock options granted for the effective date Company's Common Stock following of a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section provision of this Agreement shall be null and void. For purposes of this Section 65, the Board's determination shall require the unanimous approval of the non-employee Board members.

Certain Business Combinations. In the event it is determined by the ----------------------------- Board, upon consultation with Company management and the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, which allows for the acceleration of vesting of Option shares and upon an involuntary termination of Repurchase Rights upon Employee's employment following the effective date of a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 65, the Board's determination shall require the unanimous approval of the non-employee Board members.

Certain Business Combinations. In the event it is determined by ----------------------------- the Board, upon consultation with Company management and the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, which allows for the acceleration of vesting of Option shares and termination of Repurchase Rights upon the effective date of a Hostile Takeover or a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Hostile Takeover or a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 6, the Board's determination shall require the unanimous approval of the non-employee Board members.

Certain Business Combinations. In the event it is determined by ----------------------------- the Board, upon consultation with Company management and the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, which allows for the acceleration of vesting of Option shares and termination of Repurchase Rights upon the effective date Involuntary Termination of a Change of ControlEmployee, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 64, the Board's determination shall require the unanimous approval of the non-employee non- Employee Board members.

Certain Business Combinations. In the event it is ----------------------------- determined by the Board, upon consultation with Company management and the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, which allows for the acceleration of vesting of Option shares and termination of Repurchase Rights upon the effective date of a Hostile Takeover or a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Hostile Takeover or a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 6, the Board's determination shall require the unanimous approval of the non-employee Board members.

Certain Business Combinations. In the event it is determined by the Board, upon consultation with Company management and receipt of a written opinion of the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, agreement between the Employee and the Company which allows for the acceleration of vesting of Option shares and termination of Repurchase Rights stock options granted for the Company's securities upon the effective date of a Change of ControlControl or a Hostile Takeover, would preclude accounting for any proposed business combination of the Company involving a Change of Control or a Hostile Takeover as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 6, the Board's determination shall require the unanimous approval of the non-employee Board members.

Certain Business Combinations. In the event it is determined by the Board, upon consultation with Company management and receipt of a written opinion of the Company's independent auditorspublic accountants, that the enforcement of any Section or subsection of this Agreement, including, but not limited to, Section 2 (d) hereof, which allows for the acceleration of vesting of Option options to purchase shares and of the Company's common stock upon a termination of Repurchase Rights upon the effective date of in connection with a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling polling of interests, then any such Section of this Agreement shall be null and voidvoid but only if the absence of enforcement of such Section would preserve the pooling treatment. For purposes of this Section 6Section, the Board's determination shall require the unanimous approval of the non-employee disinterested Board members.

Certain Business Combinations. In the event it is determined by the Board, upon consultation with Company management and receipt of a written opinion of the Company's independent auditors, that the enforcement of any Section of this Agreement, including, but not limited to, Section 2 hereof, which allows for the acceleration of vesting of Option shares and termination of Repurchase Rights stock options granted for the Company's securities upon the effective date of a Change of ControlControl or a Hostile Takeover, would preclude accounting for any proposed business combination of the Company involving a Change of Control or a Hostile Takeover as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void. For purposes of this Section 6, the Board's determination shall require the unanimous approval of the non-employee Board members.