Common use of Consolidations or Mergers Clause in Contracts

Consolidations or Mergers. If the Company is to be consolidated ------------------------- with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Board or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to the Option, either (i) make appropriate provision for the continuation of the Option by substituting on an equitable basis for the Shares then subject to the Option either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition or securities of any successor or acquiring entity; or (ii) upon written notice to Optionee, provide that the Option must be exercised (either to the extent then exercisable or, at the discretion of the Board, the Option being made fully exercisable for purposes of this subsection), within a specified number of days of the date of such notice, at the end of which period the Option shall terminate; or (iii) terminate the Option in exchange for a cash payment equal to the excess of the Fair Market Value of the shares subject to such Option (either to the extent then exercisable or, at the discretion of the Board, the Option being made fully exercisable for purposes of this subsection) over the exercise price thereof.

Consolidations or Mergers. If the Company is to be consolidated ------------------------- with or acquired by another entity in a mergermerger or other reorganization in which the holders of the outstanding voting stock of the Company immediately preceding the consummation of such event, shall, immediately following such event, hold, as a group, less than a majority of the voting securities of the surviving or successor entity, or in the event of a sale of all or substantially all of the Company's assets or otherwise (each, an "Acquisition"), the Board Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to the Optionoutstanding Options, either (i) make appropriate provision for the continuation of the Option such Options by substituting on an equitable basis for the Shares shares then subject to the Option such Options either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition Acquisition, (b) shares of stock of the surviving or successor corporation or (c) such other securities as the Successor Board deems appropriate, the fair market value of any successor or acquiring entitywhich shall not materially exceed the fair market value of the shares of Common Stock subject to such Options immediately preceding the Acquisition; or (ii) upon written notice to Optioneethe optionees, provide that the Option all Options must be exercised (either exercised, to the extent then exercisable or, at the discretion or to be exercisable as a result of the Board, the Option being made fully exercisable for purposes of this subsection)Acquisition, within a specified number of days of the date of such notice, at the end of which period the Option Options shall terminate; or (iii) terminate the Option all Options in exchange for a cash payment equal to the excess of the Fair Market Value fair market value of the shares subject to such Option Options (either to the extent then exercisable or, at the discretion or to be exercisable as a result of the Board, the Option being made fully exercisable for purposes of this subsectionAcquisition) over the exercise price thereof.

Consolidations or Mergers. If the Company is to be consolidated ------------------------- with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "AcquisitionACQUISITION"), the Board committee or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor BoardSUCCESSOR BOARD"), shall, as to the Option, shall either (i) make appropriate provision for the continuation of the this Option by substituting on an equitable basis for the Shares shares then subject to the Option such Options either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition Acquisition, (b) shares of stock of the surviving or successor corporation or (c) such other securities as the Successor Board deems appropriate, the fair market value of any successor or acquiring entitywhich shall not materially exceed the fair market value of the shares of Common Stock subject to this Option immediately preceding the Acquisition; or (ii) upon written notice to the Optionee, provide that the this Option must be exercised (either exercised, to the extent then exercisable or, at the discretion or to be exercisable as a result of the Board, the Option being made fully exercisable for purposes of this subsection)Acquisition, within a specified number of days of the date of such notice, at the end of which period the this Option shall terminate; or (iii) terminate the this Option in exchange for a cash payment equal to the excess of the Fair Market Value fair market value of the shares subject to such this Option (either to the extent then exercisable or, at the discretion or to be exercisable as a result of the Board, the Option being made fully exercisable for purposes of this subsectionAcquisition) over the exercise price thereof.