Common use of Effect of Change in Control on Option Clause in Contracts

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control if the Participant is then an Employee, a Consultant or a Director, and (ii) terminate on the date of the Change in Control. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues or substitutes for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), if within 24 months following the date of the Change in Control the Participant ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation Requirement, the Option shall become fully vested and exercisable, and may be exercised by the Participant at any time until the first anniversary of the date the Participant ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlier.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the Parent case may be (the “Acquiring Corporation, if applicable”), may assume, continue either assume the Company’s rights and obligations under the Option or substitute for the Option on a substantially equivalent option for the same terms and conditions (which may include Acquiring Corporation’s stock. For purposes of this Section 8.2, the right to acquire the same consideration paid to the stockholders of the Company pursuant to Option shall be deemed assumed if, following the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include confers the right to acquire the same consideration paid purchase in accordance with its terms and conditions, for each share of Stock subject to the stockholders of the Company pursuant to the Change in Control), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Stock on the effective date of the Change in Control if was entitled. The Option shall terminate and cease to be outstanding effective as of the Participant date of the Change in Control to the extent that the Option is then an Employee, a Consultant neither assumed or a Director, and (ii) terminate on substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control. In Notwithstanding the event foregoing, shares acquired upon exercise of a the Option prior to the Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues or substitutes for the Option on substantially the same terms Control and conditions (which may include the right to acquire the same any consideration paid to the stockholders of the Company received pursuant to the Change in Control)Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Furthermore, notwithstanding the foregoing, if within 24 months following the date corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Change in Control is the Participant ceases to be in the continuous service surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the Company total combined voting power of its voting stock is held by another corporation or an Affiliate as either by other corporations that are members of an Employee or a Consultant by reason affiliated group within the meaning of (iSection 1504(a) an involuntary termination of the Code without Cause, or (iiregard to the provisions of Section 1504(b) a voluntary termination in connection with a Relocation Requirementof the Code, the Option shall become fully vested and exercisable, and may be exercised by not terminate unless the Participant at any time until the first anniversary of the date the Participant ceases to be Board otherwise provides in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlierits sole discretion.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control if the Participant is then an Employee, a Consultant or a Director, and (ii) terminate on the date of the Change in Control. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues or substitutes for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), if within 24 months following the date of the Change in Control the Participant ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation Requirement, the Option shall become fully vested and exercisable, and may be exercised by the Participant at any time until the first anniversary of the date the Participant ceases to be in the continuous service of the Company or an Affiliate as either any of a Director, an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlier. For purposes of this paragraph, if the Company is the Surviving Corporation or the Parent Corporation, if applicable, it shall be deemed to have assumed the Option unless it takes explicit action to the contrary. For purposes of this Agreement, “Change in Control” shall have the same PAGE \* MERGEFORMAT- 2 - meaning as set forth in the Plan, except that it shall also include the occurrence of any other event that the Board determines by an approved resolution constitutes a Change in Control. Notwithstanding the foregoing, if on the date of the Change in Control the Fair Market Value of one Share is less than the Exercise Price, then the Option shall terminate as of the date of the Change in Control, except as otherwise determined by the Committee.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include settlement in the right to acquire the same consideration paid to the stockholders common stock of the Company pursuant to Surviving Corporation or the Change in ControlParent Corporation), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control if the Participant is then an Employee, a Consultant or a Director, and (ii) terminate on the date of the Change in Control. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues assumes or substitutes for the Option on substantially the same terms and conditions (which may include providing for settlement in the right to acquire the same consideration paid to the stockholders common stock of the Company pursuant to Surviving Corporation or the Change in ControlParent Corporation), if within 24 months following the date of the Change in Control the Participant ceases to be in the Company’s continuous service of the Company or an Affiliate as either of an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation Requirement, the Option shall become fully vested and exercisable, and may be exercised by the Participant at any time until the first anniversary of the date the Participant ceases to be in the Company’s continuous service of the Company or an Affiliate as either of an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlier.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the Parent case may be (the “Acquiring Corporation”), if applicablemay, may assumewithout the consent of the Optionee, continue either assume the Company’s rights and obligations under the Option or substitute for the Option on a substantially equivalent option for the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control)Acquiring Corporation’s stock. In the event of a Change in Control, the Acquiring Corporation elects not to assume the extent Company’s rights and obligations under the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue Option or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to in connection with the Change in Control), and provided that the Optionee’s Service has not terminated prior to such date, any unexercised portion of the Option shall be immediately exercisable and vested in full as of the date ten (i10) become fully vested and exercisable immediately days prior to the Change in Control if the Participant is then an Employee, a Consultant or a Director, and (ii) terminate on the date of the Change in Control. In the event Any exercise of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues or substitutes for the Option on substantially that was permissible solely by reason of this Section 8.2 shall be conditioned upon the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders consummation of the Company pursuant to the Change in Control), if within 24 months following . The Option shall terminate and cease to be outstanding effective as of the date of the Change in Control to the Participant ceases to be in extent that the continuous service of Option is neither assumed or substituted for by the Company or an Affiliate as either of an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Relocation RequirementChange in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall become fully vested and exercisable, and may be exercised by not terminate unless the Participant at any time until the first anniversary of the date the Participant ceases to be Board otherwise provides in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlierits discretion.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include settlement in the right to acquire the same consideration paid to the stockholders common stock of the Company pursuant to Surviving Corporation or the Change in ControlParent Corporation), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control if the Participant is then a Director, an Employee, a Consultant Employee or a DirectorConsultant, and (ii) terminate on the date of the Change in Control. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues assumes or substitutes for the Option on substantially the same terms and conditions (which may include providing for settlement in the right to acquire the same consideration paid to the stockholders common stock of the Company pursuant to Surviving Corporation or the Change in ControlParent Corporation), if within 24 months following the date of the Change in Control the Participant ceases to be in the Company’s continuous service as any of the Company or an Affiliate as either of a Director, an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation Requirementfor any reason, the Option shall become fully vested and exercisable, and may be exercised by the Participant at any time until the first anniversary of the date the Participant ceases to be in the Company’s continuous service as any of the Company or an Affiliate as either of a Director, an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlier. For purposes of this paragraph, if the Company is the Surviving Corporation or the Parent Corporation, if applicable, it shall be deemed to have assumed the Option unless it takes explicit action to the contrary. Notwithstanding the foregoing, if on the date of the Change in Control the Fair Market Value of one Share is less than the Exercise Price, then the Option shall terminate as of the date of the Change in Control, except as otherwise determined by the Committee.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include settlement in the right to acquire the same consideration paid to the stockholders common stock of the Company pursuant to Surviving Corporation or the Change in ControlParent Corporation), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control if the Participant Grantee is then an EmployeeEmployee or, a Consultant or if applicable, a Director, and (ii) terminate on the date of the Change in Control. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues assumes or substitutes for the Option on substantially the same terms and conditions (which may include providing for settlement in the right to acquire the same consideration paid to the stockholders common stock of the Company pursuant to Surviving Corporation or the Change in ControlParent Corporation), if within 24 months following the date of the Change in Control the Participant Grantee ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation Requirement, the Option shall become fully vested and exercisable, and may be exercised by the Participant Grantee at any time until the first anniversary of the date the Participant Grantee ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlier.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include settlement in the right to acquire the same consideration paid to the stockholders common stock of the Company pursuant to Surviving Corporation or the Change in ControlParent Corporation), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control if the Participant Grantee is then a Director or, if applicable, an Employee, a Consultant or a Director, and (ii) terminate on the date of the Change in Control. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues assumes or substitutes for the Option on substantially the same terms and conditions (which may include providing for settlement in the right to acquire the same consideration paid to the stockholders common stock of the Company pursuant to Surviving Corporation or the Change in ControlParent Corporation), if within 24 months following the date of the Change in Control the Participant Grantee ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation RequirementDirector for any reason, the Option shall become fully vested and exercisable, and may be exercised by the Participant Grantee at any time until the first anniversary of the date the Participant Grantee ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant Director or the end of the term of the Option pursuant to Section 3, whichever is earlier. For purposes of this paragraph (a) if the Company is the Surviving Corporation or the Parent Corporation, if applicable, it shall be deemed to have assumed the Option unless it takes explicit action to the contrary. Notwithstanding the foregoing, if on the date of the Change in Control the Fair Market Value of one Share is less than the Exercise Price, then the Option shall terminate as of the date of the Change in Control, except as otherwise determined by the Committee.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control if the Participant is then a Director, an Employee, a Consultant Employee or a DirectorConsultant, and (ii) terminate on the date of the Change in Control. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues or substitutes for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), if within 24 months following the date of the Change in Control the Participant ceases to be in the continuous service of the Company or an Affiliate as either any of a Director, an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation Requirementfor any reason, the Option shall become fully vested and exercisable, and may be exercised by the Participant at any time until the first anniversary of the date the Participant ceases to be in the continuous service of the Company or an Affiliate as either any of a Director, an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlier.

Effect of Change in Control on Option. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), the Option shall (i) become fully vested and exercisable immediately prior to the Change in Control if the Participant is then an Employee, a Consultant or a Director, and (ii) terminate on the date of the Change in Control. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues or substitutes for the Option on substantially the same terms and conditions (which may include the right to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), if within 24 months following the date of the Change in Control the Participant ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation Requirement, the Option shall become fully vested and exercisable, and may be exercised by the Participant at any time until the first anniversary of the date the Participant ceases to be in the continuous service of the Company or an Affiliate as either any of a Director, an Employee or a Consultant or the end of the term of the Option pursuant to Section 3, whichever is earlier. For purposes of this paragraph, if the Company is the Surviving Corporation or the Parent Corporation, if applicable, it shall be deemed to have assumed the Option unless it takes explicit action to the contrary. For purposes of this Agreement, “Change in Control” shall have the same meaning as set forth in the Plan, except that it shall also include the occurrence of any other event that the Board determines by an approved resolution constitutes a Change in Control. Notwithstanding the foregoing, if on the date of the Change in Control the Fair Market Value of one Share is less than the Exercise Price, then the Option shall terminate as of the date of the Change in Control, except as otherwise determined by the Committee.