Common use of Consequences of a Reorganization Event Clause in Contracts

Consequences of a Reorganization Event. (i) In connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of) this option on such terms as the Board determines: (A) provide that this option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (B) upon written notice to the Participant, provide that all of the Participant’s unexercised options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (C) provide that outstanding options shall become exercisable, in whole or in part prior to or upon such Reorganization Event, (D) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to each option held by the Participant equal to (1) the number of shares of Common Stock subject to the vested portion of this option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of this option and any applicable tax withholdings, in exchange for the termination of this option, (E) provided that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (F) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically.

Consequences of a Reorganization Event. (i) In connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion ofportion) of this option on such terms as the Board determines: (A) provide that this option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (B) upon written notice to the Participant, provide that all of the Participant’s unexercised options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (C) provide that outstanding options shall become exercisable, in whole or in part prior to or upon such Reorganization Event, (D) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to each option held by the Participant equal to (1) the number of shares of Common Stock subject to the vested portion of this option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of this option and any applicable tax withholdings, in exchange for the termination of this option, (E) provided provide that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (F) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically.

Consequences of a Reorganization Event. (i) In connection with a Reorganization Event, the Board may shall take any one or more of the following actions as to all or any (or any portion of) this option Option on such terms as the Board determines: (Ai) provide that this option Option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (Bii) upon written notice to the ParticipantOptionee, provide that all of the Participant’s Optionee's unexercised options Shares under this Option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) Optionee within a specified period following the date of such notice, (Ciii) provide that outstanding options Shares under this Option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (Div) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “"Acquisition Price”"), make or provide for a cash payment to the Participant with respect to each option held by the Participant Optionee equal to the excess, if any, of (1A) the Acquisition Price times the number of shares of Common Stock subject to this Option (to the vested portion of this option extent the exercise price does not exceed the Acquisition Price) over (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase aggregate exercise price of this option Option and any applicable tax withholdingswithholding, in exchange for the termination of this optionOption, (Ev) provided provide that, in connection with a liquidation or dissolution of the Company, this option Option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase exercise price thereof and any applicable tax withholdingsthereof) and (Fvi) any combination of the foregoing. In taking any For purposes of clause (i) above, this Option shall be considered assumed if, following consummation of the actions permitted under this paragraph 6(b)(2Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Board shall not be obligated to treat all options held by Company may, with the Participant or all options consent of the same typeacquiring or succeeding corporation, identicallyprovide for the consideration to be received upon the exercise of this Option to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (iA) In connection with a Reorganization Event, the Board may take any one or more of the following actions as with respect to all or any this option (or any portion ofof this option) this option on such terms as the Board determines: determines (Aexcept to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (Bii) upon written notice to the Participant, provide that all the unexercised portion of the Participant’s unexercised options this option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (Ciii) provide that outstanding options this option shall become exercisable, exercisable in whole or in part prior to or upon such Reorganization Event, (Div) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to each this option held by the Participant equal to (1A) the number of shares of Common Stock subject to the vested portion of this option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase exercise price of this option and any applicable tax withholdings, in exchange for the termination of this option, (Ev) provided provide that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase exercise price thereof hereof and any applicable tax withholdings) and (Fvi) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically.

Consequences of a Reorganization Event. (iA) In connection with a Reorganization Event, the Board may take any one or more of the following actions as with respect to all or any this option (or any portion ofthereof) this option on such terms as the Board determines: determines (Aexcept to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (Bii) upon written notice to the Participant, provide that all the unexercised portion of the Participant’s unexercised options this option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (Ciii) provide that outstanding options this option shall become exercisable, in whole or in part prior to or upon such Reorganization Event, (Div) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to each this option held by the Participant equal to (1A) the number of shares of Common Stock subject to the vested portion of this option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase exercise price of this option and any applicable tax withholdings, in exchange for the termination of this option, (Ev) provided provide that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase exercise price thereof hereof and any applicable tax withholdings) and (Fvi) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically.

Consequences of a Reorganization Event. (iA) In connection with a Reorganization Event, the Board may take any one or more of the following actions as with respect to all or any this option (or any portion ofthereof) this option on such terms as the Board determines: determines (Aexcept to the extent specifically provided otherwise in this Award Agreement or another agreement between the Company and the Participant): (i) provide that this option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (B) upon written notice to the Participant, provide that all of the Participant’s unexercised options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (Cii) provide that outstanding options this option shall become exercisable, in whole or in part prior to or upon such Reorganization Event, (Diii) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to each this option held by the Participant equal to (1A) the number of shares of Common Stock subject to the vested portion of this option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase exercise price of this option and any applicable tax withholdings, in exchange for the termination of this option, (Eiv) provided provide that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase exercise price thereof and any applicable tax withholdings) and (Fv) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically.

Consequences of a Reorganization Event. (i) In connection with a Reorganization Event, the Board may shall take any one or more of the following actions as to all or any (or any portion of) this option Option on such terms as the Board determines: (Ai) provide that this option Option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (Bii) upon written notice to the ParticipantOptionee, provide that all of the ParticipantOptionee’s unexercised options Shares under this Option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) Optionee within a specified period following the date of such notice, (Ciii) provide that outstanding options Shares under this Option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (Div) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to each option held by the Participant Optionee equal to the excess, if any, of (1A) the Acquisition Price times the number of shares of Common Stock subject to this Option (to the vested portion of this option extent the exercise price does not exceed the Acquisition Price) over (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase aggregate exercise price of this option Option and any applicable tax withholdingswithholding, in exchange for the termination of this optionOption, (Ev) provided provide that, in connection with a liquidation or dissolution of the Company, this option Option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase exercise price thereof and any applicable tax withholdingsthereof) and (Fvi) any combination of the foregoing. In taking any For purposes of clause (i) above, this Option shall be considered assumed if, following consummation of the actions permitted under this paragraph 6(b)(2Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Board shall not be obligated to treat all options held by Company may, with the Participant or all options consent of the same typeacquiring or succeeding corporation, identicallyprovide for the consideration to be received upon the exercise of this Option to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (iA) In connection with a Reorganization Event, the Board may take any one or more of the following actions as with respect to all or any this option (or any portion ofthereof) this option on such terms as the Board determines: determines (Aexcept to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (Bii) upon written notice to the Participant, provide that all the unvested portion of the Participant’s option will terminate and/ or the unexercised options portion of this option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (Ciii) provide that outstanding options this option shall become exercisable, in whole or in part prior to or upon such Reorganization Event, (Div) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to each this option held by the Participant equal to (1A) the number of shares of Common Stock subject to the vested portion of this option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase exercise price of this option and any applicable tax withholdings, in exchange for the termination of this option, (Ev) provided provide that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase exercise price thereof hereof and any applicable tax withholdings) and (Fvi) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically.

Consequences of a Reorganization Event. (i1) In connection with a Reorganization Event, the Board may take any one or more of the following actions as with respect to all or any this option (or any portion ofthereof) this option on such terms as the Board determines: determines (Aexcept to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (Bii) upon written notice to the Participant, provide that all the unexercised portion of the Participant’s unexercised options this option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (Ciii) provide that outstanding options this option shall become exercisable, in whole or in part prior to or upon such Reorganization Event, (Div) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to each this option held by the Participant equal to (1A) the number of shares of Common Stock subject to the vested portion of this option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase exercise price of this option and any applicable tax withholdings, in exchange for the termination of this option, (Ev) provided provide that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase exercise price thereof hereof and any applicable tax withholdings) and (Fvi) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically.