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) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under XXX Xx. 00 in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation date of such Transaction, 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, if any, 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 a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plans. In the event of any Transaction subject to this Section, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlier.

Effect of Certain Transactions. In the case of (a) the dissolution or ------------------------------ liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its subsidiaries to another person or entity; (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 fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a "Transaction"), other than a merger transaction to be accounted for as a "pooling majority of interests" under XXX Xx. 00 in which the outstanding voting power of the surviving or resulting entity assumes this Stock Option (a "Pooling Transaction")immediately upon completion of such transaction, this Stock Option shall be deemed fully vested no longer vest except as the Committee may determine in its sole discretion and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and in any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction, unless provision is made in such Transaction 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, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and (in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance an assumption) with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever 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 unless it is assumed or substituted by the successor as provided above.

Effect of Certain Transactions. In the case of (a) the dissolution ------------------------------ or liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its Subsidiaries to another person or entity; (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 fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions effectively constituting a "Transaction"), other than a merger transaction to be accounted for as a "pooling sale of interests" under XXX Xx. 00 the Company in which the owners 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 assumes this Stock Option immediately upon completion of such transaction (a "Pooling TransactionSale Event"), this Stock Option (i) shall be deemed fully vested and exercisable as (to the extent not previously vested) immediately prior to the effective date of (or, if relevant, the closing or consummation of record date for determining stockholders entitled to participate in) such Transactiontransaction to the extent, but only to the extent, provided in Schedule A hereto, provided that such acceleration and any notice ---------- of exercise of options that become vested as of such closing or consummation a result thereof shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transactiontransaction, other than a Pooling Transaction, this Stock Option and (ii) shall terminate and no longer be exercisable vest as to any Option Shares unexercised not then vested or which do not vest as a result of such transaction except as the Committee otherwise may determine in its sole discretion. In any case, this Stock Option (with respect to both vested and unvested Stock Options) shall terminate on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction or event; provided, unless however, that if (and only if) the Optionee agrees, provision is may be made in such Transaction 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, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and, in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entityassumption, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany being deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever 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 unless it is assumed or substituted by the successor as provided above.

Effect of Certain Transactions. In 8.1 Except as otherwise provided in the case applicable Option Agreement, in the event of (a) a Corporate Transaction, all outstanding Options shall terminate upon the dissolution or liquidation consummation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under XXX Xx. 00 in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation date of such Corporate Transaction, unless provision is made in connection with such Transaction transaction, in the sole discretion of the Committee or the parties thereto to the Corporate Transaction, for the assumption or continuation of this Stock Option such Options by, or the substitution for this Stock Option such Options with new awards of a new stock option options, stock appreciation rights or other equity based compensation of the surviving, or successor person or entity resulting entity, or a parent or subsidiary thereof, if any, with such adjustment adjustments as to the number and kind of shares or other securities or property subject to such new awards, option and stock appreciation right exercise or base prices, and other terms of such new awards as the per share exercise price as such Committee or the parties to the Corporate Transaction shall agree toagree. In the event of that provision is made in writing as aforesaid in connection with a Pooling Corporate Transaction, this Stock Option the Plan and the unexercised Options theretofore granted or the new awards substituted therefor shall remain continue in effect the manner and under the terms provided in accordance with its terms as provided herein and shall such writing. Notwithstanding the foregoing, vested Options (including those Options that would become an obligation vested upon the consummation of the surviving entity, with appropriate adjustments to Corporate Transaction) shall not be terminated upon the number and kind consummation of shares and the per share exercise price as contemplated by the Stock Plans. In the event Corporate Transaction unless holders of any Transaction subject to this Section, the Company shall give to the Optionee written notice thereof affected Options are provided either (a) a period of at least fifteen (15) 15 calendar days prior to the closing or anticipated date of the consummation dateof the Corporate Transaction to exercise the Options, or (b) payment (in cash or other consideration upon or following the record date for such transactionconsummation of the Corporate Transaction, or, to the extent permitted by Section 409A of the Code, on a deferred basis) in respect of each Share covered by the Option being cancelled in an amount equal to the excess, if earlierany, of the per Share price to be paid or distributed to stockholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good faith) over the Option Price of the Option. For the avoidance of doubt, if the amount determined pursuant to the foregoing is zero or less, the affected Option may be cancelled without any payment therefor.

Effect of Certain Transactions. In If the case Company is merged into another ------------------------------- entity, or if one or more entities is merged into the Company or there is a consolidation of the Company and one or more entities and, in any such case, the shares of Common Stock are converted into cash, securities or other property other than shares of Common Stock, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another entity while unexercised Options remain outstanding under the Plan, then: (ai) subject to the provisions of clause (iii) below, this Option will terminate as of the effective date of any such merger, consolidation, liquidation or sale, provided that (x) notice of such termination shall be given to the Optionee and (y) the dissolution Optionee shall have the right to exercise this Option to the extent that it is then exercisable, during the 15-day period preceding the effective date of such merger, consolidation, liquidation or sale, contingent upon the consummation of such merger, consolidation, liquidation or sale, provided, however, that in no event shall any portion of this Option be exercisable after the Expiration Date applicable to such portion; (ii) the MRC, with the approval of the Board of Directors of the Company, (b) may in its discretion accelerate the time for exercise of any unexercised and unexpired portion of this Option, including the then unvested portion of this Option, to and after a date prior to the effective date of such merger, reorganization consolidation, liquidation or consolidation in which a majority sale specified by the MRC, and (iii) the MRC, with the approval of the outstanding voting power Board of Directors of the Company is acquired by another person Company, may provide that after the effective date of such merger, consolidation or entity sale (x) this Option shall survive and the Optionee shall be entitled, upon exercise of this Option, to receive, in lieu of shares of Common Stock, shares of stock or other than a holding company formed by securities as the Company), (c) holders of shares of Common Stock received pursuant to the sale of all or substantially all terms of the assets of the Company to another person merger, consolidation or entity, sale or (dy) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under XXX Xx. 00 in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer the Optionee shall be exercisable as entitled to any receive, in lieu of shares of Common Stock, cash in an amount per Option Shares unexercised on or prior Share equal to the closing or consummation date consideration per share of such Transaction, unless provision is made in such Transaction in Common Stock received pursuant to the sole discretion terms of the parties thereto for merger, consolidation or sale less 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, if any, 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 a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plans. In the event of any Transaction subject to this Section, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlierPrice.

Effect of Certain Transactions. In If the case Company is merged into another ------------------------------ entity, or if one or more entities is merged into the Company or there is a consolidation of the Company and one or more entities and, in any such case, the shares of Common Stock are converted into cash, securities or other property other than shares of Common Stock, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another entity while unexercised Options remain outstanding under the Plan, then: (ai) subject to the provisions of clause (iii) below, this Option will terminate as of the effective date of any such merger, consolidation, liquidation or sale, provided that (x) notice of such termination shall be given to Optionee and (y) Optionee shall have the right to exercise this Option to the extent that it is then exercisable, during the 15-day period preceding the effective date of such merger, consolidation, liquidation or sale, contingent upon the consummation of such merger, consolidation, liquidation or sale, provided, however, that in no event shall this Option be exercisable after the Expiration Date; (ii) the dissolution or liquidation Option Committee, with the approval of the Board of Directors of the Company, (b) a merger, reorganization or consolidation may in which a majority of its discretion accelerate the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted time for as a "pooling of interests" under XXX Xx. 00 in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as any unexercised and unexpired portion of such closing or consummation shall in all cases be subject this Option, including the then unvested portion of this Option, to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or date prior to the closing or consummation effective date of such Transactionmerger, unless provision is made in such Transaction in consolidation, liquidation or sale specified by the sole discretion Option Committee, and (iii) the Option Committee, with the approval of the parties thereto for Board of Directors of the assumption Company, may provide that after the effective date of such merger, consolidation or sale this Option shall survive and Optionee shall be entitled, upon exercise of this Option, to receive, in lieu of shares of Common Stock, shares of stock or other securities as the holders of shares of Common Stock Option or received pursuant to the substitution for this Stock Option of a new stock option terms of the successor person merger, consolidation or entity or a parent or subsidiary thereof, if any, 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 a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plans. In the event of any Transaction subject to this Section, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earliersale.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under XXX Xx. 00 in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation date of such Transaction, 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, if any, 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 a Pooling TransactionCorporate Transaction while the Option is outstanding, this Stock the Option shall remain contiwnue in effect in accordance with its terms terms, except that after a Corporate Transaction either (1) the Option shall be treated as provided herein and for in the agreement entered into in connection with the Corporate Transaction or (2) if not so provided in such agreement, the Grantee shall become an obligation be entitled to receive in respect of each Share subject to the Option, upon exercise or payment or transfer in respect of the surviving entityOption, with appropriate adjustments to the same number and kind of stock, securities, cash, property, or other consideration that each Stockholder was entitled to receive in the Corporate Transaction in respect of one Share; provided, however, that, unless otherwise determined by the Board, such stock, securities, cash, property or other consideration shall remain subject to all of the terms and conditions that were applicable to the Option before such Corporate Transaction. Without limiting the generality of the foregoing, the treatment of the Option under this Section 8(b) in connection with a Corporate Transaction in which the consideration paid or distributed to the Stockholders is not entirely shares and of common stock of the acquiring or resulting corporation may include the cancellation of the Option upon consummation of the Corporate Transaction as long as, at the election of the Board, (A) the holder of the Option has been given a period of at least 15 days before the date of the consummation of the Corporate Transaction to exercise the Option (to the extent otherwise exercisable) or (B) the holder of the Option is paid (in cash or cash equivalents) in respect of each Share covered by the Option being canceled an amount equal to the excess, if any, of the per share exercise Share price as contemplated paid or distributed to Stockholders in the Corporate Transaction (the value of any noncash consideration to be determined by the Stock PlansBoard) over the Option Price. In For avoidance of doubt, (i) the event cancellation of the Option under clause (B) of the preceding sentence may be effected notwithstanding any Transaction subject to other term or condition of this SectionAgreement and (ii) if the amount determined under clause (B) of the preceding sentence is zero or less, the Company Option may be cancelled without any payment therefor. The treatment of the Option as provided in this Section 8(b) shall give be conclusively presumed to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, or the record date be appropriate for such transaction, if earlierpurposes of Section 8(a).

Effect of Certain Transactions. In the case of (a) the ------------------------------ dissolution or liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its subsidiaries to another person or entity; (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 fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a "Transaction"), other than a merger transaction to be accounted for as a "pooling majority of interests" under XXX Xx. 00 in which the outstanding voting power of the surviving or resulting entity assumes this Stock Option (a "Pooling Transaction")immediately upon completion of such transaction, this Stock Option shall be deemed fully vested no longer vest except as the Committee may determine in its sole discretion and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and in any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction, unless provision is made in such Transaction 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, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and (in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance an assumption) with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever 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 unless it is assumed or substituted by the successor as provided above.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of If the Company is acquired by a party to a merger or reorganization with one or more other corporations, whether or not the Company is the surviving or resulting corporation, or if the Company consolidates with or into one or more other corporations, or if the Company is liquidated or sells or otherwise disposes of substantially all its assets to another person or entity corporation (other than each hereinafter referred to as a holding company formed by the Company“Transaction”), (c) in any case while this option remains outstanding, the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) Board may take one or more of the following actions: (a) provide that after the effective date of such Transaction this option shall remain outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under XXX Xx. 00 in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option and shall be deemed fully vested exercisable in shares of Common Stock or, if applicable, shares of such stock or other securities, cash or property as the holders of shares of Common Stock received pursuant to the terms of such Transaction; (b) may accelerate the time for exercise of this option, so that from and after a date prior to the effective date of such Transaction this option shall be exercisable in full; (c) may cancel unexercised options as of the closing or consummation effective date of such Transaction, provided that such acceleration and any notice of such cancellation shall be given to the Holder and the Holder shall have the right to exercise of options that become vested as this option during a specified period preceding the effective date of such closing transaction; (d) make or provide for a cash payment to the Holder equal to the difference between (i) the fair market value of the per share consideration (whether cash, securities or other property or any combination of the above) the holder of a share of Common Stock will receive upon consummation shall in all cases be of the Transaction (the “Per Share Transaction Price”) times the number of shares of Common Stock subject to the vested portion of the Option (to the extent then exercisable at prices not equal to or in excess of the Per Share Transaction Price) and contingent upon (ii) the aggregate exercise price of such closing shares, in exchange for the termination of the Option. To the extent that this Option is exercisable at a price equal to or consummation. From and after in excess of the closing or consummation of any such TransactionPer Share Transaction Price, other than a Pooling Transaction, this Stock the Board may provide that the Option shall terminate and no longer be exercisable as to immediately upon the consummation of the Transaction without any Option Shares unexercised on or prior payment being made to the closing or consummation date of such Transaction, 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, if any, 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 a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plans. In the event of any Transaction subject to this Section, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlierHolder.

Effect of Certain Transactions. In Notwithstanding anything in Section 4 to the contrary, in the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company on a consolidated basis to an another person or entity, (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 fifty percent (50%) or more all of the outstanding stock of the Company to an unrelated person or entity 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 "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under XXX Xx. 00 in which the surviving entity assumes this Stock Option (a "Pooling Transaction"“Sale Event”), this Stock Option shall be deemed fully vested and exercisable as of terminate on the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of such Transactiontransaction or event, unless provision is made in such Transaction 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, if any, with such appropriate 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 a Pooling Transactionprice, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation in Section 4 of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plansthis Agreement. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation effective date of such transaction. Until such effective date, the Optionee may exercise any portion of this Stock Option, but after such effective date, the Optionee may not exercise this Stock Option unless it is assumed or substituted by the record date successor entity (or a parent or subsidiary thereof) as provided above. Notwithstanding anything to the contrary in this Section 5, in the event of a Sale Event pursuant to which holders of the Stock of the Company will receive upon consummation thereof a cash payment for such transactioneach share surrendered in the Sale Event, if earlierthe Company shall have the right, but not the obligation, to make or provide for a cash payment to the Optionee in exchange for the cancellation hereof, in an amount equal to the difference between (A) the value as determined by the Board of Directors of the consideration payable per share of Common Stock pursuant to the Sale Event (the “Sale Price”) times the number of shares of Stock subject to this Stock Option (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of this Stock Option.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its subsidiaries to another person or entity; (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 fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a "Transaction"), other than a merger transaction to be accounted for as a "pooling majority of interests" under XXX Xx. 00 in which the outstanding voting power of the surviving or resulting entity assumes this Stock Option (a "Pooling Transaction")immediately upon completion of such transaction, this Stock Option shall be deemed fully vested no longer vest except as the Committee may determine in its sole discretion and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and in any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction, unless provision is made in such Transaction 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, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and (in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance an assumption) with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever 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 unless it is assumed or substituted by the successor as provided above.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more all of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction")entity, other than a merger transaction to be accounted for as a "pooling Apooling of interests" ' under XXX APB Xx. 00 in xx which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transactiontransaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transactiontransaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or 44 5 consummation date of such Transactiontransaction or event, unless provision is made in such Transaction 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, if any, 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 a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and an the per share exercise price as contemplated by the Stock PlansSection 5. In the event of any Transaction transaction subject to this SectionSection 6, the Company shall give to the Optionee written notice thereof at least fifteen thirty (1530) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlier.

Effect of Certain Transactions. In Upon the case occurrence of a Sale Event (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Companyas defined below), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under XXX Xx. 00 in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option Shares that have not yet vested shall be deemed fully vested and exercisable as of the closing or consummation of such TransactionSale Event, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling TransactionSale Event, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation date of such TransactionSale Event, unless provision is made in such Transaction transaction, in the sole discretion of the parties thereto 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, if any, 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 a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plansagree. In the event of any Transaction transaction subject to this SectionSection 8, the Company shall give to the Optionee written notice thereof at least fifteen thirty (1530) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlier. As used herein, a Sale Event means any of the following transactions: (i) a merger or consolidation of the Company with or into another corporation (with respect to which less than a majority of the outstanding voting power of the surviving or consolidated corporation is held by shareholders of the Company immediately prior to such event), (ii) the sale or transfer of all or substantially all of the properties and assets of the Company and its subsidiaries or (iii) any purchase by any party (or group of affiliated parties) other than an Investor (as defined in that certain Stockholders' Agreement dated as of February 18, 1998) of shares of capital stock of the Company (either through a negotiated stock purchase or a tender for such shares), the effect of which is that such party (or group of affiliated parties) that did not beneficially own a majority of the voting power of the outstanding shares of capital stock of the Company immediately prior to such purchase beneficially owns at least a majority of such voting power immediately after such purchase, so long as, in each case, the holders of all outstanding shares of the Company's Series A 8% Redeemable Preferred Stock and Convertible Participating Preferred Stock shall have received prior to such event or in connection therewith full payment in respect of such shares in accordance with the terms thereof.

Effect of Certain Transactions. In the case of (a) the dissolution ------------------------------ or liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its Subsidiaries to another person or entity; (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 fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions effectively constituting a "Transaction"), other than a merger transaction to be accounted for as a "pooling sale of interests" under XXX Xx. 00 the Company in which the owners 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 assumes this Stock Option immediately upon completion of such transaction (a "Pooling TransactionSale Event"), this Stock Option shall be deemed fully vested and exercisable as (to the extent not previously vested) immediately prior to the effective date of (or, if relevant, the closing or consummation of record date for determining stockholders entitled to participate in) such Transactiontransaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation a result thereof shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of such transaction. In any such Transaction, other than a Pooling Transactioncase, this Stock Option (with respect to both vested and unvested Stock Options) shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction or event, unless provision is made in such Transaction 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, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and, in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entityassumption, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany being deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever 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 unless it is assumed or substituted by the successor as provided above.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more all of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction")entity, other than a merger transaction to be accounted for as a "pooling of interests" under XXX APB Xx. 00 in xx which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transactiontransaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transactiontransaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation date of such Transactiontransaction or event, unless provision is made in such Transaction 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, if any, 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 a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and an the per share exercise price as contemplated by the Stock PlansSection 5. In the event of any Transaction transaction subject to this SectionSection 6, the Company shall give to the Optionee written notice thereof at least fifteen thirty (1530) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlier.

Effect of Certain Transactions. In the case of (a) the dissolution or ------------------------------ liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its Subsidiaries to another person or entity; (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 fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions effectively constituting a "Transaction"), other than a merger transaction to be accounted for as a "pooling sale of interests" under XXX Xx. 00 the Company in which the owners 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 assumes this Stock Option immediately upon completion of such transaction (a "Pooling TransactionSale Event"), this Stock Option (i) shall be deemed fully vested and exercisable as (to the extent not previously vested) immediately prior to the effective date of (or, if relevant, the closing or consummation of record date for determining stockholders entitled to participate in) such Transactiontransaction to the extent, but only to the extent, provided in Schedule A hereto, provided that such ---------- acceleration and any notice of exercise of options that become vested as of such closing or consummation a result thereof shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transactiontransaction, other than a Pooling Transaction, this Stock Option and (ii) shall terminate and no longer be exercisable vest as to any Option Shares unexercised not then vested or which do not vest as a result of such transaction except as the Committee otherwise may determine in its sole discretion. In any case, this Stock Option (with respect to both vested and unvested Stock Options) shall terminate on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction or event; provided, unless however, that if (and only if) the Optionee agrees, provision is may be made in such Transaction 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, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and, in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entityassumption, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany being deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever 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 unless it is assumed or substituted by the successor as provided above.