Common use of Mergers, Reorganizations, Etc Clause in Contracts

Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (each, a “Transaction”), the Company shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 8.1 The Option shall remain in effect in accordance with its terms. 8.2 The Option shall be converted into an option to purchase stock or other equity interest in one or more of the corporations or other entities, including the Company, that are the surviving or acquiring entities in the Transaction. The amount, type of securities subject thereto and exercise price of the converted Option shall be determined by the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of, or other equity interest in, the surviving entity or entities to be held by holders of shares of the Company following the Transaction. The converted Option shall be vested only to the extent that the vesting requirements relating to the Option have been satisfied. Optionee understands that if the Option is converted pursuant to this Section 8.2 into a right to acquire an equity interest in an entity other than a corporation, the Option will cease to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 8.3 The Company shall provide a period of 30 days or less before the completion of the Transaction during which the Option may be exercised to the extent then exercisable, and upon the expiration of that period, the Option shall immediately terminate. The Company may, in its sole discretion, accelerate the exercisability of the Option so that the Option is exercisable in full during that period.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (each, a “Transaction”), the Company shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 8.1 7.1 The Option shall remain in effect in accordance with its terms. 8.2 7.2 The Option shall be converted into an option to purchase stock or other equity interest in one or more of the corporations or other entities, including the Company, that are the surviving or acquiring entities in the Transaction. The amount, type of securities subject thereto and exercise price of the converted Option shall be determined by the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of, or other equity interest in, the surviving entity or entities to be held by holders of shares of the Company following the Transaction. The converted Option shall be vested only to the extent that the vesting requirements relating to the Option have been satisfied. Optionee understands that if the Option is converted pursuant to this Section 8.2 into a right to acquire an equity interest in an entity other than a corporation, the Option will cease to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 8.3 7.3 The Company shall provide a period of 30 days or less before the completion of the Transaction during which the Option may be exercised to the extent then exercisable, and upon the expiration of that period, the Option shall immediately terminate. The Company may, in its sole discretion, accelerate the exercisability of the Option so that the Option is exercisable in full during that period.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (each, a “"Transaction”"), the Company shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 8.1 6.1 The Option shall remain in effect in accordance with its terms. 8.2 6.2 The Option shall be converted into an option to purchase stock or other equity interest in one or more of the corporations or other entities, including the Company, that are the surviving or acquiring entities in the Transaction. The amount, type of securities subject thereto and exercise price of the converted Option shall be determined by the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of, or other equity interest in, the surviving entity or entities to be held by holders of shares of the Company following the Transaction. The converted Option shall be vested only to the extent that the vesting requirements relating to the Option have been satisfied. Optionee understands that if the Option is converted pursuant to this Section 8.2 into a right to acquire an equity interest in an entity other than a corporation, the Option will cease to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 8.3 6.3 The Company shall provide a period of 30 days or less before the completion of the Transaction during which the Option may be exercised to the extent then exercisable, and upon the expiration of that period, the Option shall immediately terminate. The Company may, in its sole discretion, accelerate the exercisability of the Option so that the Option is exercisable in full during that period.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party or any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (each, a “"Transaction”"), the Company shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 8.1 7.1 The Option shall remain in effect in accordance with its terms. 8.2 7.2 The Option shall be converted into an option to purchase stock or other equity interest in one or more of the corporations or other entities, including the Company, that are the surviving or acquiring entities in the Transaction. The amount, type of securities subject thereto and exercise price of the converted Option shall be determined by the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of, or other equity interest in, the surviving entity or entities to be held by holders of shares of the Company following the Transaction. The converted Option shall be vested only to the extent that the vesting requirements relating to the Option have been satisfied. Optionee understands that if the Option is converted pursuant to this Section 8.2 7.2 into a right to acquire an equity interest in an entity other than a corporation, the Option will cease to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 8.3 7.3 The Company shall provide a period of 30 days or less before the completion of the Transaction during which the Option may be exercised to the extent then exercisable, and upon the expiration of that period, the Option shall immediately terminate. The Company may, in its sole discretion, accelerate the exercisability of the Option so that the Option is exercisable in full during that period.