Common use of Consequences of an Acquisition Clause in Contracts

Consequences of an Acquisition. In connection with the consummation of an Acquisition, the Board of Directors of the Company or the board of directors of the surviving or acquiring entity (as used in this Section 17, also the “Board”), shall make appropriate provision for the continuation of this option by the Company or the assumption of this option by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to this option either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to this option immediately preceding the Acquisition. In addition to or in lieu of the foregoing, the Board may, upon written notice to the Optionee, provide that this option must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period this option shall terminate, or provide that this option, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to this option over the exercise price thereof; provided, however, that before terminating any portion of this option that is not vested or exercisable (other than in exchange for a cash payment), the Board shall first accelerate in full the exercisability of the portion that is to be terminated. Unless otherwise determined by the Board, any repurchase rights or other rights of the Company that relate to this option shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for this option pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.

Consequences of an Acquisition. In connection with the consummation of an Acquisition, the Board of Directors of the Company or the board of directors of the surviving or acquiring entity (as used in this Section 17, also the “Board”), shall make appropriate provision for the continuation of this option by the Company or the assumption of this option by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to this option either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to this option immediately preceding the Acquisition. In addition to or in lieu of the foregoing, the Board may, upon written notice to the Optionee, provide that this option must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period this option shall terminate, or provide that this option, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to this option over the exercise price thereof; provided, however, that before terminating any portion of this option that is not vested or exercisable (other than in exchange for a cash payment), the Board shall must first accelerate in full the exercisability of the portion that is to be terminated. Unless otherwise determined by the Board, any repurchase rights or other rights of the Company that relate to this option shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for this option pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.

Consequences of an Acquisition. In connection with the consummation of an AcquisitionAcquisition (as defined below), the Board of Directors of the Company or the board of directors of the surviving or acquiring entity (as used in this Section 179, also the “Board”), ) shall as to this Option (on the same basis or on different bases as the Board shall specify) make appropriate provision for the continuation of this option Option by the Company or the assumption of of, or substitution for, this option Option by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to this option Option either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to this option Option immediately preceding the Acquisition. In addition to to, in lieu of, or in lieu of combination with the foregoing, with respect to any unexercised portion of this Option, the Board may, on the same basis or on different bases as the Board shall specify, upon written notice to the OptioneeParticipant, provide that this option Option (or the vested portion hereof) must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period this option such unexercised Options (or the vested portion thereof) shall terminateterminate in its entirety, or and/or provide that this optionany unexercised Options (or the vested portion thereof), in whole or in part, shall be terminated in its entirety in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to this option over such unexercised Option (or the vested portion thereof) minus the exercise price thereof; provided, however, that before terminating any portion of this option that is not vested or exercisable (other than in exchange for a cash payment), the Board shall first accelerate in full the exercisability of the portion that is to be terminatedif applicable. Unless otherwise determined by the BoardBoard (on the same basis or on different bases as the Board shall specify), any repurchase rights rights, vesting provisions or other rights of the Company that relate to this option Option shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for this option Option pursuant to this paragraph. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.