Common use of Mergers and Other Transactions Clause in Contracts

Mergers and Other Transactions. In connection with a Sale Event that constitutes a “change in the ownership” of the Company (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)) or a “change in ownership of a substantial portion of the assets” of the Company (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)), the Optionee shall be deemed to exercise this Stock Option in full by means of “net exercise” pursuant to Section 3(a)(iv) hereof immediately prior to the consummation of such Sale Event to the extent it is “in-the-money” and shall be entitled to receive the same type and amount of proceeds payable to each of the other shareholders of the Company in connection with such Sale Event, on a per-share basis, for each share of Stock issuable upon the deemed exercise of this Stock Option. Any portion of such payment that is subject to any escrow, holdback or similar arrangement pursuant to the terms of such Sale Event shall be paid in accordance with the requirements of Treasury Regulation Section 1.409A-3(i)(5)(iv) and shall otherwise be made in a manner in that is compliant with, or exempt from, Section 409A of the Code; provided that if such payment(s) cannot otherwise be made in compliance with this sentence, then such payment(s) shall be made without regard to any such escrow, holdback or similar arrangement. If the Stock Option is not “in-the-money” upon the consummation of a Sale Event described in this Section 8, it shall be terminated automatically without payment to the Optionee.