Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity, or in the event of a liquidation of the Company, prior to the Expiration Date or termination of this option, the Optionee shall, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 16(a) of the Plan.
Mergers, Consolidation, Distributions, Liquidations Etc. Subject to the provisions of Section 3(b) above, in the event of a consolidation, merger or other reorganization in which all of the outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity (an "Acquisition") or in the event of a liquidation of the Company, the Board of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions as to this option: (i) provide that this option shall be assumed, or a substantially equivalent option shall be substituted by the acquiring or succeeding corporation (or an affiliate thereof) on such terms as the Board determines to be appropriate, (ii) upon written notice to the Optionee, provide that if unexercised, this option will terminate immediately prior to the consummation of such transaction unless exercised by the Optionee within a specific period following the date of such notice, (iii) in the event of an Acquisition under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Acquisition (the "Acquisition Price"), make or provide for a cash payment to the Optionee equal to the difference between (A) the Acquisition Price times the number of shares of Common Stock subject to outstanding options (to the extent then exercisable at prices not in excess of the Acquisition Price) and (B) the aggregate exercise price of all such outstanding options in exchange for the termination of such options, and (iv) provide that all or part of this option shall become exercisable or realizable in full prior to the effective date of such Acquisition.
Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a merger or consolidation or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity, or in the event of a liquidation of the Company, prior to the Expiration Date or termination of this option, the Optionee shall, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 16(a) of the Plan.
Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a merger or consolidation or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity, or in the event of a liquidation of the Company, prior to the Expiration Date or termination of any of these options, the Optionee shall, with respect to any of these options or any unexercised portion thereof, be entitled to the rights and benefits, and be subject to the limitations as set out from time to time by the Board of Directors.
Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity, or in the event of a liquidation of the Company, prior to the Expiration Date or termination of this option, the Optionee shall, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 16 of the Plan. Notwithstanding any other provision of this Agreement, this option shall not be accelerated or exercisable, if, but only to the extent that, such acceleration or exercise would, taking into account any other consideration to be received by the Optionee from the Company, cause the Optionee to be in receipt of an excess parachute payment as defined in Section 280G of the Code.
Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a merger, consolidation, distribution, liquidation or other similar event, the Optionee shall, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Article 9 of the Plan.
Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a Corporate Transaction prior to the expiration or termination of this option, the Optionee shall, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 12(a) of the Plan. Notwithstanding the foregoing, in the event of a Corporate Transaction or a Change in the Incumbent Board, then any unvested portion of the option that has not previously been cancelled or forfeited (e.g., for failure to satisfy the vesting requirements of Section 3(a) above) shall become immediately vested and exercisable, and the Company may take any other actions permitted under Section 12 of the Plan.
Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a consolidation or merger or sale of all of substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity, or in the event of a liquidation of the Company, prior to the Expiration Date or termination of this option, the Optionee shall, in addition to the rights and benefits, and limitations of this Agreement, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 16(a) of the Plan and all options not vested immediately prior to such consolidation or merger or sale shall become immediately vested co-incident with such consolidation or merger or sale.
Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a merger or consolidation or sale of all or substantially all of the assets of the Company in which outstanding shares of common stock are exchanged for securities, cash or other property of any other corporation or business entity, or in the event of a liquidation of the Company (a "Sale of the Company"), prior to the Expiration Date or termination of this Option, the Board of Directors of the Company, in its sole discretion, may arrange with the surviving, continuing, successor, or purchasing corporation, as the case may be, that such corporation assume the Company's rights and obligations under this Stock Option Agreement. Any Options which are neither exercised as of the date of the Sale of the Company nor assumed by the surviving, continuing, successor, or purchasing corporation, as the case may be, shall terminate effective as of the date of the Sale of the Company.
Mergers, Consolidation, Distributions, Liquidations Etc. In the event of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation or business entity, or in the event of a liquidation of the Company, prior to the Expiration Date or termination of this option, the Optionee shall, with respect to this option or any unexercised portion hereof, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 16 of the Plan. [In the event of a merger or consolidation in which the Company is not the surviving corporation, or in the event of the acquisition of more than 50% of the Company's outstanding capital stock by a single person, entity or group of persons or entities acting in concert, or in the event of the sale or transfer of all or substantially all of the assets of the Company, or in the event that the Company ceases operations, prior to the termination of this option or the Expiration Date, this option shall become exercisable in full immediately prior to such event. Notwithstanding any other provision of this Agreement, this option shall not be subject to accelerated vesting if, but only to the extent that, such acceleration would, taking into account any other consideration to be received by the Optionee from the Company, cause the optionee to be in receipt of an excess parachute payment as defined in 280G of the Code.]
