Common use of Merger; Consolidation; Sale; Liquidation Clause in Contracts

Merger; Consolidation; Sale; Liquidation. If the Company is a party to a merger or consolidation or if there is a sale of all or substantially all of the Company's assets other than a sale or transfer to a Subsidiary, this Option shall be subject to the agreement of merger, consolidation or sale. Such agreement may, as determined by the Board, provide for: (I) the assumption of this Option by the surviving corporation or its parent; (ii) its continuation by the Company, if the Company is the surviving corporation; (iii) payment for a cash settlement equal to (a) the difference between the amount to be paid for one (1) Share under such agreement and the Exercise Price multiplied by (b) the number of Shares subject to the Option, vested or unvested, or both, as determined by the Company; or (iv) the acceleration of the vesting of this Option, followed by the cancellation of this Option if not exercised, in all other cases other than clause (iii) without the Optionee's consent. (The Optionee's consent shall be required for a cash settlement.) A cancellation shall not occur earlier than thirty (30) days after such acceleration is effective and the Optionee has been notified of such acceleration. If this Option has been outstanding for less than twelve (12) months, a cancellation need not be preceded by an acceleration.

Merger; Consolidation; Sale; Liquidation. If the Company is a party to a merger or consolidation or if there is a sale of all or substantially all of the Company's assets other than a sale or transfer to a Subsidiary, this Option shall be subject to the agreement of merger, consolidation or sale. Such agreement may, as determined by the Board, provide for: (Ii) the assumption of this Option by the surviving corporation or its parent; (ii) its continuation by the Company, if the Company is the surviving corporation; (iii) payment for a cash settlement equal to (a) the difference between the amount to be paid for one (1) Share under such agreement and the Exercise Price multiplied by (b) the number of Shares subject to the Option, vested or unvested, or both, as determined by the Company; or (iv) the acceleration of the vesting of this Option, followed by the cancellation of this Option if not exercised, in all other cases other than clause (iii) without the Optionee's consent. (The Optionee's consent shall be required for a cash settlement.) A cancellation shall not occur earlier than thirty (30) days after such acceleration is effective and the Optionee has been notified of such acceleration. If this Option has been outstanding for less than twelve (12) months, a cancellation need not be preceded by an acceleration.