Common use of Certain Business Combinations Clause in Contracts

Certain Business Combinations. In the event it is determined by the Board, upon consultation with the Company management and the Company's independent auditors, that the enforcement of any agreement between Employee and the Company, including the provisions of Section 2(a) and 2(b) of this Agreement, which allows for the acceleration of vesting of stock options granted for the Company's Common Stock upon the effective date of a Change of Control or thereafter, 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 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 the Company management and the Company's independent auditors, that the enforcement of any agreement between Employee and the Company, including the provisions of Section 2(a) and 2(b) of this Agreement, including, but not limited to, Sections 2 and 3(a)(ii) hereof, which allows for the acceleration of vesting of stock options granted for the Company's Common securities and shares of Restricted Stock held by the Employee upon the effective date of a Change of Control or thereafter, 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 provision 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 the Company management and the Company's independent auditors, that the enforcement of any agreement between Employee and the Company, including the provisions of Section 2(a) and 2(b4(b) of this Agreement, which allows for the acceleration of vesting of stock options granted for the Company's Common Stock upon the effective date of a Change of Control or thereafter, 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 provision of this Agreement shall be null and void. For purposes of this Section 57, the Board's determination shall require the unanimous approval of the non-employee Board members.