Common use of Effect of Certain Transactions Clause in Contracts

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company to another person or entity, or (c) the sale of all of the stock of the Company to an unrelated person or entity, this Stock Option shall terminate on the effective date of such transaction or event, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company entitled to participate in such transaction shall be determined, whichever comes first. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock Option, but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option. In the case of a merger, reorganization or consolidation in which the Company is acquired by another person or entity (other than a holding company formed by the Company) or in which the Company is not the surviving corporation, the Company shall cause its obligations under this Agreement to be assumed by the surviving corporation in connection with such transaction and this Agreement shall otherwise remain in full force and effect in accordance with its terms.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company on a consolidated basis to an another person or entity, or (c) a merger, reorganization or consolidation in which the holders of the then outstanding voting securities of the Company prior to such transaction do not own a majority of the outstanding voting securities of the surviving or resulting entity immediately upon completion of such transaction, (d) the sale of all of the outstanding stock of the Company to an unrelated person or entityentity or (e) any other transaction where the holders of the then outstanding voting securities of the Company prior to such transaction do not own at least a majority of the outstanding voting securities of the relevant entity after the transaction (in each case, a “Sale Event”), this Stock Option shall terminate on the effective date of such transaction or eventSale Event, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption or continuation by the Company as survivor of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such appropriate adjustment as to the number and kind of shares and the per share exercise price price, as such parties shall agree toprovided in Section 5 of this Agreement. In the event of any transaction which will result in such terminationthe termination of this Stock Option, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company entitled to participate in such transaction shall be determined, whichever comes firsttransaction. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock OptionOption which is vested as of such effective date (as contemplated by Section 1(b)), but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option. In Option unless it is assumed or substituted by the case of a merger, reorganization or consolidation in which the Company is acquired by another person or successor entity (other than or a holding company formed by the Companyparent or subsidiary thereof) or in which the Company is not the surviving corporation, the Company shall cause its obligations under this Agreement to be assumed by the surviving corporation in connection with such transaction and this Agreement shall otherwise remain in full force and effect in accordance with its termsas provided above.

Effect of Certain Transactions. In the case event of (a) the dissolution or liquidation a Change of Control of the Company, this Option (bor portion thereof that has not become exercisable before such Change in Control) the sale of all or substantially all will become immediately exercisable as of the assets date of such Change of Control, and the Board or the board of directors of any entity assuming the obligations of the Company hereunder, shall, as to another person or entityoutstanding options under the Plan, or either (ca) the sale of all of the stock of the Company to an unrelated person or entity, this Stock Option shall terminate on the effective date of such transaction or event, unless provision is made in such transaction in the sole discretion of the parties thereto provide for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such appropriate adjustment as to the number and kind of shares and the per share exercise price, as provided in Section 12 of this Agreement; or (b) vest and terminate all options in exchange for a cash payment equal to the excess of the Market Value per Share of the shares subject to such options over the exercise price as such parties shall agree tothereof. In the event of any transaction which will result in such terminationtransaction, the Company shall give to the Optionee written notice thereof at least fifteen ten (1510) days prior to the effective date of such transaction or the record date on which stockholders of the Company entitled to participate in such transaction shall be determined, whichever comes firsttransaction. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock OptionOption that is or becomes vested on or prior to such effective date, but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option. In Option unless it is assumed or substituted by the case of a merger, reorganization or consolidation in which the Company is acquired by another person or successor entity (other than or a holding company formed by parent or subsidiary thereof) as provided above. Notwithstanding the foregoing, any initial public offering of the Company) or in which ’s capital stock under the Company is Securities Act of 1933, as amended, will not the surviving corporation, the Company shall cause its obligations under this Agreement to be assumed by the surviving corporation in connection with such transaction and this Agreement shall otherwise remain in full force and effect in accordance with its termsconstitute a Change of Control.

Effect of Certain Transactions. In the case of (a) the dissolution or ------------------------------ liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company on a consolidated basis to an another person or entity, or (c) a merger, reorganization or consolidation in which the holders of the then outstanding voting securities of the Company prior to such transaction do not own a majority of the outstanding voting securities of the surviving or resulting entity immediately upon completion of such transaction, (d) the sale of all of the outstanding stock of the Company to an unrelated person or entityentity or (e) any other transaction where the holders of the then outstanding voting securities of the Company prior to such transaction do not own at least a majority of the outstanding voting securities of the relevant entity after the transaction (in each case, a "Sale Event"), this Stock Option shall terminate on the effective date of such transaction or eventSale Event, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption or continuation by the Company as survivor of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such appropriate adjustment as to the number and kind of shares and the per share exercise price price, as such parties shall agree toprovided in Section 5 of this Agreement. In the event of any transaction which will result in such terminationthe termination of this Stock Option, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company entitled to participate in such transaction shall be determined, whichever comes firsttransaction. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock OptionOption which is vested as of such effective date (as contemplated by Section 1(b)), but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option. In Option unless it is assumed or substituted by the case of a merger, reorganization or consolidation in which the Company is acquired by another person or successor entity (other than or a holding company formed by the Companyparent or subsidiary thereof) or in which the Company is not the surviving corporation, the Company shall cause its obligations under this Agreement to be assumed by the surviving corporation in connection with such transaction and this Agreement shall otherwise remain in full force and effect in accordance with its termsas provided above.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company on a consolidated basis to an another person or entity, or (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction, (d) the sale of all of the outstanding stock of the Company to an unrelated person or entityentity or (e) any other transaction where the owners of the Company's outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the relevant entity after the transaction (in each case, a "Sale Event"), this Stock Option shall terminate on the effective date of such transaction or event, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption or continuation by the Company of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such appropriate adjustment as to the number and kind of shares and the per share exercise price price, as such parties shall agree toprovided in Section 5 of this Agreement. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company entitled to participate in such transaction shall be determined, whichever comes firsttransaction. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock OptionOption which is or becomes vested as of such effective date (as contemplated by Section 1(b)), but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option. In Option unless it is assumed or substituted by the case of a merger, reorganization or consolidation in which the Company is acquired by another person or successor entity (other than or a holding company formed by the Companyparent or subsidiary thereof) or in which the Company is not the surviving corporation, the Company shall cause its obligations under this Agreement to be assumed by the surviving corporation in connection with such transaction and this Agreement shall otherwise remain in full force and effect in accordance with its termsas provided above.

Effect of Certain Transactions. In Subject to Section 1(d) hereof, in the case of (a) the dissolution or liquidation of the Company, (b) the sale of all or substantially all of the assets of the Company on a consolidated basis to another an unrelated person or entity, or (c) a merger, reorganization or consolidation in which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction, (d) the sale of all of the outstanding stock of the Company to an unrelated person or entityentity or (e) any other transaction where the owners of the Company’s outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the relevant entity after the transaction (in each case, a “Sale Event”), this Stock Option shall terminate on the effective date of such transaction or event, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption or continuation by the Company of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, with such appropriate adjustment as to the number and kind of shares and the per share exercise price price, as such parties shall agree toprovided in Section 5 of this Agreement. In the event of any transaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the effective date of such transaction or the record date on which stockholders of the Company entitled to participate in such transaction shall be determined, whichever comes firsttransaction. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock OptionOption which is or becomes vested as of such effective date (as contemplated by Section 1(b)), but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option. In Option unless it is assumed or substituted by the case of a merger, reorganization or consolidation in which the Company is acquired by another person or successor entity (other than or a holding company formed by the Companyparent or subsidiary thereof) or in which the Company is not the surviving corporation, the Company shall cause its obligations under this Agreement to be assumed by the surviving corporation in connection with such transaction and this Agreement shall otherwise remain in full force and effect in accordance with its termsas provided above.