Common use of CESSATION OF CORPORATE EXISTENCE Clause in Contracts

CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision of this Option, upon the dissolution or liquidation of the Company, the reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation or the sale of substantially all the assets of the Company or the sale of more than 50% of the outstanding stock of the Company to another corporation or other entity, the Option granted hereunder shall terminate; provided, however, that: (i) each outstanding Option hereunder, for which no option has been tendered by the surviving corporation in accordance with all of the terms of provision (ii) below shall, at all times before the effective date of such dissolution or liquidation, merger or consolidation or sale of assets in which the Company is not the surviving corporation or sale of stock, shall be fully exercisable; or (ii) the surviving corporation shall tender to the Optionee, an option to purchase shares of the surviving corporation, and such new option or options shall contain such terms and provisions as shall be required to substantially preserve or confer the rights and benefits of this Option.

CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision of this Call Option, upon the dissolution or liquidation of the Company, the reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation or the sale of substantially all the assets of the Company or the sale of more than 50% of the outstanding stock of the Company to another corporation or other entity, the Call Option granted hereunder shall terminate; provided, however, that: (i) each outstanding Call Option hereunder, for which no option has been tendered by the surviving corporation in accordance with all of the terms of provision (ii) below shall, at all times before the effective date of such dissolution or liquidation, merger or consolidation or sale of assets in which the Company is not the surviving corporation or sale of stock, shall be fully exercisable; or (ii) the surviving corporation shall tender to the Optionee, an option to purchase shares of the surviving corporation, and such new option or options shall contain such terms and provisions as shall be required to substantially preserve or confer the rights and benefits of this Call Option.

CESSATION OF CORPORATE EXISTENCE. Notwithstanding any other provision of this Option, upon Upon the dissolution or liquidation of the Company, the reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation corporation, or the sale of substantially all the assets of the Company or the sale of more than 50% eighty percent (80%) of the then outstanding stock of the Company to another corporation or other entity, the Non-Qualified Option granted hereunder shall terminate; provided, however, that: (i) each outstanding Non-Qualified Option hereunder, for which no option has been tendered by the surviving corporation in accordance with all of the terms and provisions of provision (ii) immediately below shall, at all times within thirty (30) days before the effective date of such dissolution or liquidation, merger or consolidation or sale of assets in which the Company is not the surviving corporation corporation, or sale of assets or stock, shall be become fully exercisable; or (ii) in its sole and absolute discretion, the surviving corporation may, but shall not be obligated to, tender to the OptioneeOptionee holding a Non-Qualified Option, an option or options to purchase shares of the surviving corporation or acquiring corporation, and such new option or options shall contain such terms and provisions as shall be required substantially to substantially preserve or confer the rights and benefits of an Non-Qualified Option then outstanding under this OptionAgreement.