Common use of Change in Control Transaction Clause in Contracts

Change in Control Transaction. Upon a contemplated transaction, occurring after the closing of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2007 among the Corporation and the other parties thereto, whereby the securities of the Corporation representing in excess of 50% of the voting power of the Corporation are acquired directly, or indirectly through one or more entities, by any “person” or “group” of Persons (as such terms are used in Section 13(d) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation (the “Change in Control Transaction”), the Committee may, but is not obligated to, provide for: (i) continuation or assumption of such outstanding Option under the Plan by the Corporation (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms with respect to Option Price, Term, exercise rights, adjustment of shares and other matters for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, such Options shall terminate to the extent not so exercised within the relevant period; or (iv) cancellation of all or any portion of outstanding Options for fair value which shall equal the excess, if any, of the value of the consideration to be paid in the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceled.”

Change in Control Transaction. Upon a contemplated transaction, occurring after the closing of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2007 among the Corporation and the other parties thereto, whereby (i) the securities of the Corporation representing in excess of 50% of the voting power of the Corporation are acquired owned directly, or indirectly through one or more entities, by any “person” or “group” of Persons (as such terms are used in Section 13(d) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation (the “Change in Control Transaction”), occurring after the date hereof and prior to the effective time of such Change in Control Transaction, the Committee may, but is not obligated to, provide for: (i) continuation or assumption of such outstanding Option under the Plan by the Corporation (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same terms with respect to Option Price, Term, exercise rights, adjustment of shares and other matters for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, such Options shall terminate to the extent not so exercised within the relevant period; or (iv) cancellation of all or any portion of outstanding Options for fair value which shall equal the excess, if any, of the value of the consideration to be paid in the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceled.”

Change in Control Transaction. Upon a contemplated transaction, occurring after the closing of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of March 7, 2007 among the Corporation and the other parties thereto, whereby (i) the securities of the Corporation representing in excess of 50% of the voting power of the Corporation are acquired owned directly, or indirectly through one or more entities, by any “person” or “group” of Persons (as such terms are used in Section 13(d) of the Exchange Act), other than the Sponsors or their Permitted Transferees (as those terms are defined in the Stockholders’ Agreement) or (ii) a sale of all or substantially all of the assets of the Corporation (the “Change in Control Transaction”), occurring after the date hereof and prior to the effective time of such Change in Control Transaction, the Committee may, but is not obligated to, provide for: (i) continuation or assumption of such outstanding Option under the Plan by the Corporation (if it is the surviving company Corporation or corporation) or by the surviving company Corporation or corporation or its parent; (ii) substitution by the surviving company Corporation or corporation or its parent of awards with substantially the same terms with respect to Option Price, Term, exercise rights, adjustment of shares and other matters for such outstanding Options; (iii) upon written notice, provide that any outstanding Options must be exercised, to the extent then exercisable, within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, such Options shall terminate to the extent not so exercised within the relevant period; or (iv) cancellation of all or any portion of outstanding Options for fair value which shall equal the excess, if any, of the value of the consideration to be paid in the Change of Control Transaction to holders of the same number of Shares subject to such Options (or, if no such consideration is paid, Fair Market Value of the Shares subject to such outstanding Options or portion thereof being canceled) over the aggregate Option Price or exercise price, as applicable, with respect to such Option or portion thereof being canceled.”