Common use of Effect of Certain Transactions Clause in Contracts

Effect of Certain Transactions. Upon the effectiveness of a Transaction, unless provision is made in connection with the Transaction for the assumption of this Option, or the substitution of this Option with new options of the successor entity or parent thereof, with appropriate adjustment to the number of Option Shares and, if appropriate, the Exercise Price, pursuant to the terms of the Plan (the "Assumption"), all of the remaining Option Shares, to the extent not vested and exercisable, shall, subject to and conditioned upon the effectiveness of the Transaction, become vested and exercisable fifteen (15) days prior to the anticipated effective date of the Transaction, as determined by the Company. Further, unless there is an Assumption of this Option, this Option shall terminate upon the effectiveness of the Transaction. In the event of such termination, the Optionee shall be permitted to exercise this Option for a period of at least fifteen (15) days prior to the anticipated effective date of such Transaction to the extent that it is then vested and exercisable (after giving effect to the acceleration of vesting, if any, provided for in this Section 9), provided, however, that the exercise of the portion of this Option that becomes vested and exercisable pursuant to the acceleration provision of this Section 9 shall be subject to and conditioned upon the effectiveness of the Transaction. In addition, if there is an Assumption and the Optionee's Service Relationship with such successor entity is, on or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reason, then one hundred percent (100%) of the shares of Common Stock subject to this Option, to the extent not fully vested and exercisable, shall become fully vested and exercisable. In the event that the vesting of this Option is accelerated following an Assumption pursuant to this Section 9, Optionee shall be given a period of three (3) months following such termination to exercise this Option.

Effect of Certain Transactions. Upon the effectiveness occurrence of a TransactionSale Event, unless provision is made in connection with the Transaction for the assumption of this Option, or the substitution of this Option with new options one-third (1/3) of the successor entity or parent thereof, with appropriate adjustment to the number shares of Option Shares and, if appropriate, the Exercise Price, pursuant subject to the terms of the Plan (the "Assumption"), all of the remaining Option Sharesthis Agreement, to the extent not vested and exercisablevested, shall, subject to and conditioned upon the effectiveness of the TransactionSale Event, become vested and exercisable fifteen (15) days prior to the anticipated effective date of the Transaction, Sale Event as determined by the CompanyCommittee, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as provided in Section 3(b) of the Plan. Further, unless there provision is an made in connection with the Sale Event for Assumption of all this Stock Option, this Stock Option shall terminate upon the effectiveness of the TransactionSale Event. In the event of such termination, the Optionee shall be permitted to exercise this Option for a period of at least fifteen (15) days prior to the anticipated effective date of such Transaction to the extent that it is Sale Event all outstanding Option Shares which are then vested and exercisable (after giving effect to the acceleration of vesting, if any, vesting provided for in this Section 96), provided, however, that (i) the exercise of the portion of this such Option Shares that becomes became vested and exercisable pursuant to the acceleration provision of this Section 9 6 if any, shall be subject to and conditioned upon the effectiveness of the TransactionSale Event; and (ii) the Optionee may, but will not be required to, condition the exercise of any portion of Option Shares not described in (i) above upon the effectiveness of the Sale Event. In addition, if there is an Assumption Assumption, the unvested portion of any outstanding Option Shares shall continue to vest in accordance with the vesting schedule set forth in the this Agreement in the same proportions and on the Optionee's Service Relationship with such successor entity issame dates as the Option Shares would have vested had there been no acceleration of vesting (e.g., if 6.25% of the original Option Shares would have vested on or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reasona specified date, then one hundred percent (100%) 6.25% of the shares original Option Shares, less the number of Common Stock subject to this Option, to Option Shares that accelerate in connection with the extent not fully vested and exercisableSale Event, shall become fully vested and exercisable. In the event that the vesting of this Option is accelerated following an Assumption pursuant to this Section 9, Optionee shall be given a period of three (3) months following vest on such termination to exercise this Optionspecified date.)

Effect of Certain Transactions. Upon the effectiveness of a Transaction, unless provision is made in connection with the Transaction for the assumption of this Option, or the substitution of this Option with new options of the successor entity or parent thereof, with appropriate adjustment to the number of Option Shares and, if appropriate, the Exercise Price, pursuant to the terms of the Plan (the "Assumption"), all of the remaining Option Shares, to the extent not vested and exercisable, shall, subject to and conditioned upon the effectiveness of the Transaction, become vested and exercisable fifteen (15a) days prior to the anticipated effective date of the Transaction, as determined by the Company. Further, unless there is an Assumption of this Option, this Option shall terminate upon the effectiveness of the Transaction. In the event of such terminationa merger or consolidation of the Company with or into another corporation, or the sale of substantially all of the assets of the (a "Transaction"), the Optionee Option shall be permitted to exercise this Option for a period of at least fifteen (15) days prior to assumed, or an equivalent option shall be substituted, by the anticipated effective date of such Transaction to the extent that it is then vested and exercisable (after giving effect to the acceleration of vesting, if any, provided for in this Section 9), Successor Corporation; provided, however, that that, unless otherwise determined by the exercise Committee, the Option shall remain subject to all of the portion of this Option that becomes vested conditions and exercisable pursuant restrictions which were applicable to the acceleration provision of this Section 9 shall be subject Option prior to and conditioned upon the effectiveness of the Transaction. In addition, if there is an Assumption and the Optionee's Service Relationship with such successor entity is, on assumption or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reason, then one hundred percent (100%) of the shares of Common Stock subject to this Option, to the extent not fully vested and exercisable, shall become fully vested and exercisablesubstitution. In the event that the vesting of this Successor Corporation refuses to or does not assume the Option is accelerated following or substitute an Assumption pursuant to this Section 9equivalent option therefor, the Optionee shall have the right to exercise the Option as to all of the Shares subject to the Option as described below, including Shares as to which it would not otherwise be given exercisable (a "Transaction Acceleration"). (b) In the event of a Transaction Acceleration, the Secretary of the Company shall notify the Optionee that the Option shall be fully exercisable for a period of three fifteen (315) months days (or such other period as shall be determined by the Board) from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the option confers the right to purchase or receive upon exercise, for each Share subject to the Option immediately prior to the Transaction, the consideration (whether stock, cash, or other securities or property) received in the Transaction for each Share held on the effective date of the Transaction (and if holders were offered a choice of consideration, the type of such termination consideration as determined by the Board). (c) Notwithstanding anything to exercise this the contrary contained in Section 7, in the event of a Transaction Acceleration, or in the event the exercisability of any Options is accelerated in connection with any transaction involving the Company or its capital stock pursuant to Section 4 hereof, the Committee may, in its sole discretion, authorize the redemption of the unexercised portion of the Option for a consideration per Share equal to the excess of (i) the consideration payable per Share in connection with such transaction, over (ii) the purchase price per Share subject to the Option.

Effect of Certain Transactions. Upon the effectiveness of a Transaction, unless provision is made in connection with the Transaction for the assumption of this Option, or the substitution of this Option with new options of the successor entity or parent thereof, with appropriate adjustment to the number of Option Shares and, if appropriate, the Exercise Price, pursuant to the terms of the Plan (the "Assumption"), all of the remaining Option Shares, to the extent not vested and exercisable, shall, subject to and conditioned upon the effectiveness of the Transaction, become vested and exercisable fifteen (15) days prior to the anticipated effective date of the Transaction, as determined by the Company. Further, unless there is an Assumption of this Option, this Option shall terminate upon the effectiveness of the Transaction. 7.1 In the event of a merger or consolidation of the Company with or into another corporation, or the sale of substantially all of the assets of the Company after which the Shares cease to be listed or admitted for trading on the principal national securities exchange on which such terminationShares were listed or admitted to trading immediately prior thereto (a "Transaction"), the Optionee Option shall be permitted to exercise this Option for a period of at least fifteen (15) days prior to assumed, or an equivalent option shall be substituted, by the anticipated effective date of such Transaction to the extent that it is then vested and exercisable (after giving effect to the acceleration of vesting, if any, provided for in this Section 9), Successor Corporation; provided, however, that that, unless otherwise determined by the exercise Committee, the Option shall remain subject to all of the portion of this Option that becomes vested conditions and exercisable pursuant restrictions which were applicable to the acceleration provision of this Section 9 shall be subject Option prior to and conditioned upon the effectiveness of the Transaction. In addition, if there is an Assumption and the Optionee's Service Relationship with such successor entity is, on assumption or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reason, then one hundred percent (100%) of the shares of Common Stock subject to this Option, to the extent not fully vested and exercisable, shall become fully vested and exercisablesubstitution. In the event that the vesting of this Successor Corporation refuses to or does not assume the Option is accelerated following or substitute an Assumption pursuant to this Section 9equivalent option therefor, the Optionee shall have the right to exercise the Option as to all of the Shares subject to the Option as described below, including Shares as to which it would not otherwise be given exercisable (a "Transaction Acceleration"). 7.2 In the event of a Transaction Acceleration, the Secretary of the Company shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days (or such other period as shall be determined by the Board) from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the Transaction, the Option confers the right to purchase or receive upon exercise, for each Share subject to the Option immediately prior to the Transaction, the consideration (whether stock, cash, or other securities or property) received in the Transaction for each Share held on the effective date of the Transaction (and if holders were offered a choice of consideration, the type of such consideration as determined by the Board). 7.3 Notwithstanding anything to the contrary contained in this Section 7, in the event of a Transaction Acceleration the Board may, in its sole discretion, authorize the redemption of the unexercised portion of the Option for a consideration per Share equal to the excess of (i) the consideration payable per Share in connection with such Transaction, over (ii) the purchase price per Share subject to the Option. 7.4 In the event of a Change in Control immediately after which the Shares remain listed and admitted for trading on the principal national securities exchange on which such Shares were listed or admitted to trading immediately prior thereto, the Option shall remain subject to all of the conditions and restrictions which were applicable to the Option prior to such Change in Control. In the event that the Optionee's employment with the Company is terminated by the Company without Cause within the six (6) month period immediately following such Change in Control, the Option shall become immediately and fully vested and exercisable as of such termination of employment and remain exercisable for the three (3) months month period immediately following such termination to exercise this Optionof employment, after which it shall terminate in full.

Effect of Certain Transactions. Upon the effectiveness of a Transaction, unless provision is made in connection with the Transaction for the assumption of this Option, or the substitution of this Option with new options of the successor entity or parent thereof, with appropriate adjustment to the number of Option Shares and, if appropriate, the Exercise Price, pursuant to the terms of the Plan (the "AssumptionASSUMPTION"), all of the remaining Option Shares, to the extent not vested and exercisable, shall, subject to and conditioned upon the effectiveness of the Transaction, become vested and exercisable fifteen (15) days prior to the anticipated effective date of the Transaction, as determined by the Company. Further, unless there is an Assumption of this Option, this Option shall terminate upon the effectiveness of the Transaction. In the event of such termination, the Optionee shall be permitted to exercise this Option for a period of at least fifteen (15) days prior to the anticipated effective date of such Transaction to the extent that it is then vested and exercisable (after giving effect to the acceleration of vesting, if any, provided for in this Section 9), providedPROVIDED, howeverHOWEVER, that the exercise of the portion of this Option that becomes vested and exercisable pursuant to the acceleration provision of this Section 9 shall be subject to and conditioned upon the effectiveness of the Transaction. In addition, if there is an Assumption and the Optionee's Service Relationship with such successor entity is, on or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reason, then one hundred percent (100%) of the shares of Common Stock subject to this Option, to the extent not fully vested and exercisable, shall become fully vested and exercisable. In the event that the vesting of this Option is accelerated following an Assumption pursuant to this Section 9, Optionee shall be given a period of three (3) months following such termination to exercise this Option.

Effect of Certain Transactions. Upon (a) In the case of and subject to the consummation of a Sale Event, unless otherwise provided herein, fifty percent (50%) of all Stock Options issued hereunder but not vested and exercised immediately prior to the effective date of such Sale Event shall vest and become fully exercisable as of the effective date of such Sale Event. (b) The Stock Option issued hereunder shall terminate upon the effectiveness of a Transactionany such Sale Event, unless provision is made in connection with such transaction in the Transaction sole discretion of the parties thereto for the assumption of this OptionStock Options theretofore granted (after taking into account any acceleration under Section 6(a) above), or the substitution for such Stock Options of this Option with new options Stock Options of the successor entity or a parent or subsidiary thereof, with appropriate such adjustment as to the number and kind of Option Shares and, if appropriate, shares and the Exercise Price, pursuant to the terms of the Plan per share exercise prices as such parties shall agree (the "Assumption"after taking into account any acceleration hereunder), all of the remaining Option Shares, to the extent not vested and exercisable, shall, subject to and conditioned upon the effectiveness of the Transaction, become vested and exercisable fifteen (15) days prior to the anticipated effective date of the Transaction, as determined by the Company. Further, unless there is an Assumption of this Option, this Option shall terminate upon the effectiveness of the Transaction. In the event of such termination, the Optionee termination each participant shall be permitted to exercise this Option for permitted, within a specified period of at least fifteen (15) days time prior to the anticipated effective date consummation of the Sale Event as may be determined by the Committee, to exercise all outstanding Options held by such Transaction to the extent that it is participant which are then vested and exercisable (after giving effect to or will become vested upon the acceleration effectiveness of vesting, if any, provided for in this Section 9)the Sale Event, provided, however, that the exercise of the portion of this Option that becomes Options not vested and exercisable pursuant immediately prior to the acceleration provision of this Section 9 Sale Event shall be subject to and conditioned upon the effectiveness of the Transaction. In addition, if there is an Assumption and the Optionee's Service Relationship with such successor entity is, on or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reason, then one hundred percent (100%) of the shares of Common Stock subject to this Option, to the extent not fully vested and exercisable, shall become fully vested and exercisableSale Event. In the event provision is made in connection with the Sale Event for the assumption of Stock Options or the substitution for such Stock Options of the successor entity or a parent or subsidiary thereof, the remaining Stock Options that do not vest as a result of the Sale Event shall continue to be subject to the original vesting of provisions as set forth in this Option is accelerated following an Assumption pursuant Agreement and as adjusted on a pro rata basis to this Section 9, Optionee shall be given a period of three (3) months following such termination to exercise this Optionreflect the acceleration provided herein.

Effect of Certain Transactions. Upon (a) In the case of and subject to the consummation of a Sale Event, unless otherwise provided herein, fifty percent (50%) of all Stock Options issued hereunder but not vested and exercised immediately prior to the effective date of such Sale Event shall vest and become fully exercisable as of the effective date of such Sale Event. (b) The Stock Option issued hereunder shall terminate upon the effectiveness of a Transactionany such Sale Event, unless provision is made in connection with such transaction in the Transaction sole discretion of the parties thereto for the assumption of this OptionStock Options theretofore granted (after taking into account any acceleration under Section 6(a) above), or the substitution for such Stock Options of this Option with new options Stock Options of the successor entity or a parent or subsidiary thereof, with appropriate such adjustment as to the number and kind of Option Shares and, if appropriate, shares and the Exercise Price, pursuant to the terms of the Plan per share exercise prices as such parties shall agree (the "Assumption"after taking into account any acceleration hereunder), all of the remaining Option Shares, to the extent not vested and exercisable, shall, subject to and conditioned upon the effectiveness of the Transaction, become vested and exercisable fifteen (15) days prior to the anticipated effective date of the Transaction, as determined by the Company. Further, unless there is an Assumption of this Option, this Option shall terminate upon the effectiveness of the Transaction. In the event of such termination, the Optionee termination each participant shall be permitted to exercise this Option for permitted, within a specified period of at least fifteen (15) days time prior to the anticipated effective date consummation of the Sale Event as may be determined by the Committee, to exercise all outstanding Options held by such Transaction to the extent that it is participant which are then vested and exercisable (after giving effect to or will become vested upon the acceleration effectiveness of vesting, if any, provided for in this Section 9)the Sale Event, provided, however, that the exercise of the portion of this Option that becomes Stock Options not vested and exercisable pursuant immediately prior to the acceleration provision of this Section 9 Sale Event shall be subject to and conditioned upon the effectiveness of the Transaction. In addition, if there is an Assumption and the Optionee's Service Relationship with such successor entity is, on or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reason, then one hundred percent (100%) of the shares of Common Stock subject to this Option, to the extent not fully vested and exercisable, shall become fully vested and exercisableSale Event. In the event provision is made in connection with the Sale Event for the assumption of Stock Options or the substitution for such Stock Options of the successor entity or a parent or subsidiary thereof, the remaining Stock Options that do not vest as a result of the Sale Event shall continue to be subject to the original vesting of provisions as set forth in this Option is accelerated following an Assumption pursuant Agreement and as adjusted on a pro rata basis to this Section 9, Optionee shall be given a period of three (3) months following such termination to exercise this Optionreflect the acceleration provided herein.

Effect of Certain Transactions. Upon In the case of and subject to the consummation of a Sale Event, unless otherwise provided herein, fifty percent (50%) of all Stock Options issued hereunder but not vested immediately prior to the effective date of such Sale Event shall vest and become fully exercisable as of the effective date of such Sale Event. (a) Stock Option issued hereunder shall terminate upon the effectiveness of a Transactionany such Sale Event, unless provision is made in connection with such transaction in the Transaction sole discretion of the parties thereto for the assumption of this OptionStock Options theretofore granted (after taking into account any acceleration under), or the substitution for such Stock Options of this Option with new options Stock Options of the successor entity or a parent or subsidiary thereof, with appropriate such adjustment as to the number and kind of Option Shares and, if appropriate, shares and the Exercise Price, pursuant to the terms of the Plan per share exercise prices as such parties shall agree (the "Assumption"after taking into account any acceleration under Section 6(a) above), all of the remaining Option Shares, to the extent not vested and exercisable, shall, subject to and conditioned upon the effectiveness of the Transaction, become vested and exercisable fifteen (15) days prior to the anticipated effective date of the Transaction, as determined by the Company. Further, unless there is an Assumption of this Option, this Option shall terminate upon the effectiveness of the Transaction. In the event of such termination, the Optionee termination each participant shall be permitted to exercise this Option for permitted, within a specified period of at least fifteen (15) days time prior to the anticipated effective date consummation of the Sale Event as may be determined by the Committee, to exercise all outstanding Options held by such Transaction to the extent that it is participant which are then vested and exercisable (after giving effect to or will become vested upon the acceleration effectiveness of vesting, if any, provided for in this Section 9)the Sale Event, provided, however, that the exercise of the portion of this Option that becomes Options not vested and exercisable pursuant immediately prior to the acceleration provision of this Section 9 Sale Event shall be subject to and conditioned upon the effectiveness of the Transaction. In addition, if there is an Assumption and the Optionee's Service Relationship with such successor entity is, on or within six (6) months after such Transaction, (i) terminated by the successor entity without Cause, or (ii) terminated by the Optionee for Good Reason, then one hundred percent (100%) of the shares of Common Stock subject to this Option, to the extent not fully vested and exercisable, shall become fully vested and exercisableSale Event. In the event provision is made in connection with the Sale Event for the assumption of Stock Options or the substitution for such awards of the successor entity or a parent or subsidiary thereof, the remaining Stock Options that do not vest as a result of the Sale Event shall continue to be subject to the original vesting of provisions as set forth in this Option is accelerated following an Assumption pursuant Agreement and as adjusted on a pro rata basis to this Section 9, Optionee shall be given a period of three (3) months following such termination to exercise this Optionreflect the acceleration provided herein.