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 stock options and Restricted Stock granted for the Company's securities upon the effective date of a Corporate Transaction would preclude accounting for any proposed business combination of the Company involving a 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 5, 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 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 stock options and Restricted Stock granted for to purchase shares of the Company's securities common stock upon the effective date a termination in connection with a Change of a Corporate Transaction Control, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 59, 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 stock options and Restricted Stock granted or restricted stock grants for the Company's securities upon the effective date of a Corporate Transaction Change of Control, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 5, 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, which allows allow for the acceleration of vesting of stock options and Restricted Stock granted or restricted stock grants for the Company's securities upon the effective date of a Corporate Transaction Change of Control, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 5, 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 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 stock options and Restricted Stock granted for the Company's securities upon the effective date of a Corporate Transaction would preclude accounting for any proposed business combination of the Company involving a 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 54, 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 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 stock options and Restricted Stock granted for the Company's securities upon the effective date Common Stock following of a Corporate Transaction Change of Control, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 5, 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 stock options and Restricted Stock granted for the Company's securities Option shares upon the effective date of a Corporate Transaction Hostile Takeover or a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 56, 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, which allows for the acceleration of vesting of stock options and Restricted Stock granted for the Company's securities upon the effective date of a Corporate Transaction Change of Control or a Hostile Takeover, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 56, 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 stock options Option shares and Restricted Stock granted for the Company's securities termination of Repurchase Rights upon the effective date Involuntary Termination of a Corporate Transaction Employee, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 54, 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 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 stock options and Restricted Stock granted for the Company's securities upon the effective date of a Corporate Transaction Change of Control or a Hostile Takeover, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 56, 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 ----------------------------- 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 stock options and Restricted Stock granted for the CompanyOption shares upon an involuntary termination of Employee's securities upon employment following the effective date of a Corporate Transaction Change of Control, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 5, 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 stock options and Restricted Stock granted for the Company's securities Option shares upon the effective date of a Corporate Transaction Hostile Takeover or a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Corporate Transaction 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 56, the Board's determination shall require the unanimous approval of the non-employee Board members.