Common use of Effect of a Take-over Bid Clause in Contracts

Effect of a Take-over Bid. If a bona fide offer (an “Offer”) for Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in a Change of Control , the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee who is an officer or director of the Company of full particulars of the Offer, whereupon all Option Shares subject to such Option will become Vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon exercise, pursuant to the Offer. However, if: (a) the Offer is not completed within the time specified therein; or (b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof, then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested pursuant to Section 4.3 shall be reinstated. If any Option Shares are returned to the Company under this Section 4.5, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.

Effect of a Take-over Bid. If a bona fide offer to purchase Shares (an “Offer”" Offer ") for Shares is made to the an Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a Change control person of Control the Company, within the meaning of Section 1(1) of the Securities Act, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee who is an officer or director of the Company of full particulars of the Offer, whereupon all Option Shares subject to option (the " Option Shares ") shall become vested and such Option will become Vested and the Option option may be exercised in whole or in part by the such Optionee so as to permit the Optionee to tender the Option Shares received upon exercise, such exercise pursuant to the Offer. However, if: (a) the Offer is not completed within the time specified thereintherein including any extensions thereof; or (b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof, then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested vested pursuant to Section 4.3 3.4 shall be reinstated. If any Option Shares are returned to the Company under this Section 4.56.3, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.

Effect of a Take-over Bid. If a bona fide offer to purchase Shares (an “"Offer”") for Shares is made to the Optionee or to shareholders of the Company generally or to a class of shareholders which includes the Optionee, which Offer, if accepted in whole or in part, would result in the offeror becoming a Change control person of Control the Company, the Company shall, immediately upon receipt of notice of the Offer, notify each Optionee who is an officer or director of the Company of full particulars of the Offer, whereupon all Option Shares subject to such option ("Option Shares") will become Vested vested and the Option may be exercised in whole or in part by the Optionee so as to permit the Optionee to tender the Option Shares received upon such exercise, pursuant to the Offer. However, if: (a) the Offer is not completed within the time specified thereintherein including any extensions thereof; or (b) all of the Option Shares tendered by the Optionee pursuant to the Offer are not taken up or paid for by the offeror in respect thereof, then the Option Shares received upon such exercise, or in the case of clause (b) above, the Option Shares that are not taken up and paid for, may be returned by the Optionee to the Company and reinstated as authorized but unissued Shares and with respect to such returned Option Shares, the Option shall be reinstated as if it had not been exercised and the terms upon which such Option Shares were to become Vested vested pursuant to Section 4.3 this Agreement shall be reinstated. If any Option Shares are returned to the Company under this Section 4.5section, the Company shall immediately refund the exercise price to the Optionee for such Option Shares.