Common use of Dissolution Liquidation Merger Clause in Contracts

Dissolution Liquidation Merger. In the event of the proposed dissolution or liquidation of the Company or in the event of a proposed sale of substantially all of the assets of the Company or in the event of a proposed merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, or a statutory share exchange involving capital stock of the Company (such dissolution, liquidation, sale, merger, consolidation or exchange being herein called an "Event'), the Committee may, but shall not be obligated to. (i) If the Event is a merger or consolidation or statutory share exchange, make appropriate provision for the protection of the Option by the substitution, in lieu of the Option, of an option to purchase appropriate voting common stock (the "Survivor's Stock") of the corporation surviving any merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation, or, alternatively, by the delivery of a number of shares of the Survivor's Stock which has a Fair Market Value (as defined in paragraph 6 of the Plan) as of the effective date of the Event equal to the Fair Market Value as of such effective date of the Common Shares covered by the Option; or (ii) At least ten (10) days prior to the actual effective date of an Event, declare, and provide written notice to the Employee of the declaration, that the Option, whether or not then exercisable, shall be canceled at the time of, or immediately prior to the occurrence of, the Event (unless it shall have been exercised prior to the occurrence of the Event) in exchange for payment to the Employee, within ten (10) days after the Event, of cash equal to the amount (if any), for each Common Share covered by the canceled Option, by which the Event Proceeds per Common Share (as defined in the last sentence of this subparagraph) exceeds the exercise price per Common Share. At the time of the declaration provided for in the immediately preceding sentence, except as otherwise set forth in paragraph 6(d) hereof, the Option shall immediately become exercisable in full and the Employee shall have the right, during the period preceding the time of cancellation of the Option, to exercise the Option as to all or any part of the Common Shares covered thereby. In the event of a declaration pursuant to this paragraph 6(c)(ii), the Option, to the extent it shall not have been exercised prior to the Event, shall be canceled at the time of, or immediately prior to, the Event, as provided in the declaration, subject to the payment obligations of the Company provided in this paragraph 6(c)(ii). For purposes of this paragraph 6(c)(ii), "Event Proceeds" per Common Share shall mean the cash plus the fair market value, as determined in good faith by the Company, of the non-cash consideration to be received per Common Share by the shareholders of the Company upon the occurrence of the Event.

Dissolution Liquidation Merger. In the event of the proposed dissolution or liquidation of the Company or in the event of a proposed sale of substantially all of the assets of the Company or in the event of (i) a proposed merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, or a statutory share exchange involving capital stock of the Company (such dissolution, liquidation, sale, merger, consolidation or exchange being herein called an "Event'), the Committee may, but shall not be obligated to. (i) If the Event is a merger or consolidation or statutory share exchange, make unless appropriate provision shall have been made for the protection of the Option by the substitution, in lieu of the Option, of an option to purchase appropriate voting common stock (the "Survivor's Stock") of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation, or, alternatively, by the delivery of a number of shares of the Survivor's Stock which has a Fair Market Value (as defined in paragraph 6 5(c) of the Plan) as of the effective date of the Event such merger or consolidation equal to the Fair Market Value product of (A) the excess of (x) the Event Proceeds per Common Share (as hereinafter defined) covered by the Option as of such effective date date, over (y) the Option exercise price per Common Share, times (B) the number of the Common Shares covered by the Option; or , or (ii) At the proposed dissolution or liquidation of the Company (such merger, consolidation, dissolution or liquidation being herein called an "Event"), the Committee shall declare, at least ten (10) days prior to the actual effective date of an Event, declare, and provide written notice to the Employee Optionee of the declaration, that the Option, whether or not then exercisable, shall be canceled at the time of, or immediately prior to the occurrence of, the Event (unless it shall have been exercised prior to the occurrence of the Event) in exchange for payment to the EmployeeOptionee, within ten (10) days after the Event, of cash equal to the amount (if any), for each Common Share covered by the canceled Option, by which the Event Proceeds per Common Share (as defined in the last sentence of this subparagraphhereinafter defined) exceeds the exercise price per Common ShareShare covered by the Option. At the time of the declaration provided for in the immediately preceding sentence, except as otherwise set forth in paragraph 6(d) hereof, the Option shall immediately become exercisable in full and the Employee Optionee shall have the right, during the period preceding the time of cancellation of the Option, to exercise the Option as to all or any part of the Common Shares covered thereby. In the event of a declaration pursuant to this paragraph 6(c)(ii), the The Option, to the extent it shall not have been exercised prior to the Event, shall be canceled at the time of, or immediately prior to, the Event, as provided in the declaration, and this Plan shall terminate at the time of such cancellation, subject to the payment obligations of the Company provided in this paragraph 6(c)(ii6(b). For purposes of this paragraph 6(c)(ii)paragraph, "Event Proceeds" Proceeds per Common Share Share" shall mean the cash plus the fair market value, as determined in good faith by the CompanyCommittee, of the non-cash consideration to be received per Common Share by the shareholders stockholders of the Company upon the occurrence of the Event.

Dissolution Liquidation Merger. In the event of (a) the proposed dissolution or liquidation of the Company or in the event of Company, (b) a proposed sale of substantially all of the assets of the Company Company, or in the event of (c) a proposed merger or merger, consolidation of the Company with or into any other corporationentity, regardless of whether the Company is the surviving corporation, or a proposed statutory share exchange involving capital stock with any other entity (the actual effective date of the Company (such dissolution, liquidation, sale, merger, consolidation consolidation, or exchange being herein called an "Event'"), the Committee Board may, but shall not be obligated to. , either (i) If if the Event is a merger or consolidation merger, consolidation, or statutory share exchange, make appropriate provision for the protection of the Option granted by the Company by the substitution, in lieu of the such Option, of an option options to purchase appropriate voting common stock (the "Survivor's Stock") of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation, or, alternatively, by the delivery of a number of shares of the Survivor's Stock which has a Fair Market Value (as defined in paragraph 6 of the PlanSection 8 hereof) as of the effective date of the Event such merger, consolidation, or statutory share exchange equal to the Fair Market Value product of (x) the excess of (A) the Event Proceeds per Share (as hereinafter defined) covered by the Option as of such effective date over (B) the exercise price per Share of the Common Shares subject to the Option, times (y) the number of Shares covered by the Option; or , or (ii) At declare, at least ten (10) 20 days prior to the actual effective date of an Event, declare, and provide written notice to the Employee Optionee of the declaration, that the Option, whether or not then exercisable, shall be canceled at the time of, or immediately prior to the occurrence of, the Event (unless it shall have been exercised prior to the occurrence of the Event). In connection with any declaration pursuant to clause (ii) in exchange for of the preceding sentence, the Board may, but shall not be obligated to, cause payment to the Employeebe made, within ten twenty (1020) days after the Event, in exchange for the cancelled Option to the Optionee, of cash equal to the amount (if any), for each Common Share covered by the canceled Option, by which the Event Proceeds per Common Share (as defined in the last sentence of this subparagraphhereinafter defined) exceeds the exercise price per Common ShareShare covered by such Option. At the time of any declaration pursuant to clause (ii) of the declaration provided for in first sentence of this Section 12, to the immediately preceding sentence, except as otherwise set forth in paragraph 6(d) extent that the Option has not previously expired or been cancelled pursuant to Section 10 hereof, the Option it shall immediately become exercisable in full and the Employee Optionee shall have the right, during the period preceding the time of cancellation of the Option, to exercise the Option as to all or any part of the Common Shares covered thereby. In the event of a declaration pursuant to clause (ii) of the first sentence of this paragraph 6(c)(ii), the OptionSection 12, to the extent it that the Option shall not have been exercised prior to the Event, Event it shall be canceled at the time of, or immediately prior to, the Event, as provided in the declaration, and this Option Agreement shall terminate at the time of such cancellation, subject to the payment obligations of the Company provided in this paragraph 6(c)(ii)Section 12. Notwithstanding the foregoing, the Optionee shall not be entitled to the payment provided in this Section 12 if the Option shall have expired or been cancelled pursuant to Section 10 hereof. For purposes of this paragraph 6(c)(ii)Section 12, "Event ProceedsProceeds per Share" per Common Share shall mean the cash plus the fair market value, as determined in good faith by the CompanyBoard, of the non-cash consideration to be received per Common Share by the shareholders of the Company upon the occurrence of the Event.