Common use of Dividends, Mergers, Etc Clause in Contracts

Dividends, Mergers, Etc. (a) In the event of a stock split or exchange, stock dividend, combination of shares, or any other similar change in the Common Stock of the Company as a whole ("Stock Event"), the Board of Directors of the Company shall make equitable, proportionate adjustments in the number and kind of shares covered by the Option and in the option price thereunder, as it deems necessary in order to preserve the Employee's proportionate interest in the Company and to maintain the aggregate option price. (b) Upon the dissolution or liquidation of the Company, or upon the consummation of any merger, consolidation or other form of reorganization in which the Company is not the survivor, or upon the sale of all or substantially all of the Company's assets (the date of any such event being referred to herein as the "Transaction Date"), then the Option shall terminate at the close of business on the Transaction Date; provided, however, that any of the Option Shares not vested and exercisable on the Transaction Date shall become immediately vested and exercisable by Employee on the date immediately preceding the Transaction Date and Employee shall have the right to purchase all the Option Shares as of said date on the terms set forth in this Agreement by irrevocable written notice delivered to the Company.