Common use of Mergers and Other Reorganizations Clause in Contracts

Mergers and Other Reorganizations. In the event that the Company at any time proposes to enter into any transaction approved by the Board to sell substantially all of its assets or merge or consolidate with any other entity as a result of which either the Company is not the surviving corporation or the Company is the surviving corporation and the ownership of the voting power of the Company’s capital stock changes by more than 50% as a result of such transaction, or in the event of a “Recommended Share Purchase Offer” (as defined below), this Option shall terminate upon the effective date of such transaction unless provision is made in writing in connection with such transaction for the continuance or assumption of this Option or the substitution for this Option of a new option of comparable value covering shares of a successor corporation, with appropriate adjustments as to the number and kind of shares and the Exercise Price, in which event this Option or the new option substituted therefor shall continue in the manner and under the terms so provided. If such provision is not made in such transaction, then the Administrator shall cause written notice of the proposed transaction to be given to Optionee not less than ten (10) days prior to the anticipated effective date of the proposed transaction, and the Optionee shall have the right to exercise the Option in respect to any or all of the vested and unvested Shares immediately prior to the consummation of such transaction. For purposes of this Section 12, a “Recommended Share Purchase Offer” shall be a transaction in which an offer is made to purchase outstanding securities of the Company constituting more than 50% of the voting power of the Company’s capital stock, which offer is recommended to the Company’s securityholders by the Company’s Board.

Mergers and Other Reorganizations. In the event that the Company at any time proposes to enter into any transaction approved by the Board to sell substantially all of its assets or merge or consolidate with any other entity as a result of which either the Company is not the surviving corporation or the Company is the surviving corporation and the ownership of the voting power of the Company’s 's capital stock changes by more than 50% as a result of such transaction, or in the event of a “"Recommended Share Purchase Offer” " (as defined below) (a "Change in Control"), this Option, if not already exercisable, shall concurrent with and conditioned upon the effective date of the proposed transaction, be accelerated according to Section 2 hereof and the Optionee shall have the right to exercise the Option in respect to any or all of the vested Shares at such time. In addition, in the event of a Change in Control, this Option shall terminate upon the effective date of such transaction unless provision is made in writing in connection with such transaction for the continuance or assumption of this Option or the substitution for this Option of a new option of comparable value covering shares of a successor corporation, with appropriate adjustments as to the number and kind of shares and the Exercise Price, in which event this Option or the new option substituted therefor shall continue in the manner and under the terms so provided. If such provision is not made in such transaction, then the Administrator shall cause written notice of the proposed transaction to be given to Optionee not less than ten fifteen (1015) days prior to the anticipated effective date of the proposed transaction, and the Optionee shall have the right to exercise the Option in respect to any or all of the vested and unvested Shares immediately prior to the consummation of such transaction. For purposes of this Section 1210, a “"Recommended Share Purchase Offer” " shall be a transaction in which an offer is made to purchase outstanding securities of the Company constituting more than 50% of the voting power of the Company’s 's capital stock, which offer is recommended to the Company’s 's securityholders by the Company’s 's Board.

Mergers and Other Reorganizations. In the event that the Company at any time proposes to enter into any transaction approved by the Board to sell substantially all of its assets or merge or consolidate with any other entity as a result of which either the Company is not the surviving corporation or the Company is the surviving corporation and the ownership of the voting power of the Company’s 's capital stock changes by more than 50% as a result of such transaction, or in the event of a “"Recommended Share Purchase Offer” " (as defined below) (a "Change in Control"), this Option, if not already exercisable, shall concurrent with and conditioned upon the effective date of the proposed transaction, be accelerated and the Optionee shall have the right to exercise the Option in respect to any or all of the Shares at such time. In addition, in the event of a Change in Control, this Option shall terminate upon the effective date of such transaction unless provision is made in writing in connection with such transaction for the continuance or assumption of this Option or the substitution for this Option of a new option of comparable value covering shares of a successor corporation, with appropriate adjustments as to the number and kind of shares and the Exercise Price, in which event this Option or the new option substituted therefor shall continue in the manner and under the terms so provided. If such provision is not made in such transaction, then the Administrator shall cause written notice of the proposed transaction to be given to Optionee not less than ten fifteen (1015) days prior to the anticipated effective date of the proposed transaction, and the Optionee shall have the right to exercise the Option in respect to any or all of the vested and unvested Shares immediately prior to the consummation of such transaction. For purposes of this Section 12, a “"Recommended Share Purchase Offer” " shall be a transaction in which an offer is made to purchase outstanding securities of the Company constituting more than 50% of the voting power of the Company’s 's capital stock, which offer is recommended to the Company’s 's securityholders by the Company’s 's Board.

Mergers and Other Reorganizations. In the event that the Company at any time proposes to enter into any transaction approved by the Board to sell substantially all of its assets or merge or consolidate with any other entity as a result of which either the Company is not the surviving corporation or the Company is the surviving corporation and the ownership of the voting power of the Company’s 's capital stock changes by more than 50% as a result of such transaction, or in the event of a “"Recommended Share Purchase Offer” " (as defined below) (a "Change in Control"), this Option, if not already exercisable, shall concurrent with and conditioned upon the effective date of the proposed transaction, be accelerated and the Optionee shall have the right to exercise the Option in respect to any or all of the Shares at such time. In addition, in the event of a Change in Control, this Option shall terminate upon the effective date of such transaction unless provision is made in writing in connection with such transaction for the continuance or assumption of this Option or the substitution for this Option of a new option of comparable value covering shares of a successor corporation, with appropriate adjustments as to the number and kind of shares and the Exercise Price, in which event this Option or the new option substituted therefor shall continue in the manner and under the terms so provided. If such provision is not made in such transaction, then the Administrator shall cause written notice of the proposed transaction to be given to Optionee not less than ten fifteen (1015) days prior to the anticipated effective date of the proposed transaction, and the Optionee shall have the right to exercise the Option in respect to any or all of the vested and unvested Shares immediately prior to the consummation of such transaction. For purposes of this Section 12, a “"Recommended Share Purchase Offer” " shall be a transaction in which an offer is made to purchase outstanding securities of the Company constituting more than 50% of the voting power of the Company’s 's capital stock, which offer is recommended to the Company’s securityholders 's security holders by the Company’s 's Board.