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 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.
Appears in 4 contracts
Samples: Change of Control Agreement (Conceptus Inc), Change of Control Agreement (Conceptus Inc), Change of Control Agreement (Conceptus Inc)
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 acceleration-of-vesting of option shares upon the effective date of an Involuntary Termination within one year following 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.
Appears in 3 contracts
Samples: Change of Control Agreement (Aclara Biosciences Inc), Change of Control Agreement (Aclara Biosciences Inc), Change of Control Agreement (Aclara Biosciences Inc)
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 stock options and 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 65, the Board's determination shall require the unanimous approval of the non-employee Board members.
Appears in 3 contracts
Samples: Change of Control Agreement (Chemdex Corp), Change of Control Agreement (Chemdex Corp), Change of Control Agreement (Chemdex Corp)
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 Option shares 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.
Appears in 2 contracts
Samples: Change of Control Agreement (Keravision Inc /Ca/), Change of Control Agreement (Keravision Inc /Ca/)
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 stock options 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.
Appears in 1 contract
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 Shares upon the effective date of a Change of Control, 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.
Appears in 1 contract