Common use of Substitute Option Clause in Contracts

Substitute Option. (a) In the event that Issuer enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or any Subsidiary of Grantee (each an "Excluded Person"), and Issuer is not the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Person, other than an Excluded Person, to merge into Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded Person, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Option. (b) In addition to any other restrictions or covenants, Issuer agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the Acquiring Corporation (as hereinafter defined) and any Person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder and agree for the benefit of Grantee to comply with this Article V. (c) For purposes of this Section 5.2, the term "Acquiring Corporation" shall mean (i) the continuing or surviving Person of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.

Substitute Option. (a) In the event that If Issuer enters into an agreement before an Exercise Termination Event (i) to consolidate with or merge into any Person, person other than Grantee or any Subsidiary one of Grantee (each an "Excluded Person")its Subsidiaries, and Issuer is shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Person, person other than an Excluded Person, Grantee or one of its Subsidiaries to merge into Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities shares of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, person other than an Excluded PersonGrantee or one of its Subsidiaries, then, and in each such case, then the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, into or exchanged for, an option with identical (the “Substitute Option”), at the election of the Holder, of either the Acquiring Company (as defined below) or any person that controls the Acquiring Company. (b) The Substitute Option shall have the same terms appropriately adjusted to acquire as the number and class Option. If the terms of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Substitute Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law not for legal reasons be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Holder. The issuer of the Substitute Option shall also enter into an agreement with the then Holder of the Substitute Option in substantially the same form as this Agreement, which shall be applicable to the Substitute Option. (bc) The Substitute Option shall be exercisable for such number of shares of Substitute Common Stock (as defined below) as is equal to the Market/Offer Price multiplied by the number of shares of Common Stock for which the Option is then exercisable, divided by the Average Price (as defined below). The exercise price of the Substitute Option per share of Substitute Common Stock shall then be equal to the Option Price multiplied by a fraction, the numerator of which is the number of shares of Common Stock for which the Option is then exercisable and the denominator of which is the number of shares of Substitute Common Stock for which the Substitute Option is exercisable. (d) In addition no event shall the Substitute Option be exercisable for more than 19.9% of the shares of Substitute Common Stock outstanding before exercise of the Substitute Option. If the Substitute Option would be exercisable for more than 19.9% of the shares of Substitute Common Stock outstanding before exercise but for this clause (e), the issuer of the Substitute Option (the “Substitute Option Issuer”) shall make a cash payment to any other restrictions or covenants, Holder equal to the excess of (i) the value of the Substitute Option without giving effect to the limitation in this clause (d) over (ii) the value of the Substitute Option after giving effect to the limitation in this clause (d). This difference in value shall be determined by a recognized investment banking firm selected by the Holder and reasonably acceptable to the Acquiring Company. (e) Issuer agrees that it shall not enter or agree to enter into any transaction described in subsection (a) of this Section 5.2(a) 8 unless the Acquiring Corporation (as hereinafter defined) Company and any Person person that controls the Acquiring Corporation Company assume in writing all the obligations of Issuer hereunder and agree for the benefit of Grantee to comply with this Article V.hereunder. (cf) For purposes of this Section 5.2, The following terms have the term "Acquiring Corporation" shall mean (i) the continuing or surviving Person of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.meanings indicated:

Substitute Option. (a) In the event that Issuer enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or any Subsidiary of Grantee (each an "Excluded Person"), and Issuer is not the continuing or --------------- surviving corporation of such consolidation or merger, (ii) to permit any Person, other than an Excluded Person, to merge into Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded Person, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange -------- ------- cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Option. (b) In addition to any other restrictions or covenants, Issuer agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the Acquiring Corporation (as hereinafter defined) and any Person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder and agree for the benefit of Grantee to comply with this Article V. (c) For purposes of this Section 5.2, the term "Acquiring --------- Corporation" shall mean (i) the continuing or surviving Person of a ----------- consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.

Substitute Option. (a) In the event that Issuer the Company enters into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee Parent or any Subsidiary of Grantee Parent (each an "Excluded Person"), and Issuer the Company is not the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Person, other than an Excluded Person, to merge into Issuer the Company and Issuer the Company shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the then outstanding shares of Issuer Company Common Stock shall after such merger represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded Person, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by GranteeParent, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical (the "Substitute Option") for Substitute Option Shares (as hereinafter defined), at the election of Parent, of either (x) the Acquiring Corporation (as hereinafter defined) or (y) any Person that controls the Acquiring Corporation. (b) The Substitute Option shall have the same terms appropriately adjusted to acquire as the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustmentsOption; provided, however, that if such a conversion or exchange the terms of the Substitute Option cannot, because of applicable Law Law, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee Parent than the Option. The issuer of the Substitute Option shall enter into an agreement with Parent in substantially the same form and terms as this Agreement (including the terms of this Article V) to memorialize the terms of the Substitute Option. The Substitute Option shall be exercisable for such number of Substitute Option Shares as is equal to the Market/Offer Price multiplied by the number of shares of Company Common Stock for which the Option was exercisable immediately prior to the event described in the first sentence of Section 5.2(a), divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per Substitute Option Share shall then be equal to the Exercise Price multiplied by a fraction, the numerator of which shall be the number of shares of Company Common Stock for which the Option was exercisable immediately prior to the event described in the first sentence of Section 5.2(a) and the denominator of which shall be the number of Substitute Option Shares for which the Substitute Option is exercisable. (bc) In addition to any other restrictions or covenants, Issuer the Company agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the Acquiring Corporation (as hereinafter defined) and any Person that controls the Acquiring Corporation assume in writing all the obligations of Issuer the Company hereunder and agree for the benefit of Grantee Parent to comply with this Article V. (cd) For purposes of this Section 5.2, the term "Acquiring Corporation" shall mean (i) following terms have the continuing or surviving Person of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.meanings indicated:

Substitute Option. (a) In the event that prior to an Exercise Termination Event, Issuer enters shall enter into an agreement (i) to consolidate with or merge into with any Personperson, other than Grantee or any Subsidiary of a Grantee (each an "Excluded Person")Subsidiary, and Issuer is shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Personperson, other than an Excluded PersonGrantee or a Grantee Subsidiary, to merge into Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its or any Issuer Subsidiary's assets to any Personperson, other than an Excluded PersonGrantee or a Grantee Subsidiary, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted (the "Substitute Option"), at the election of Grantee, of either (x) the Acquiring Corporation (as defined below) or (y) any person that controls the Acquiring Corporation (the Acquiring Corporation and any such controlling person being hereinafter referred to acquire as the "Substitute Option Issuer"). (b) The Substitute Option shall be exercisable for such number of shares of the Substitute Common Stock (as is hereinafter defined) as is equal to the market/offer price (as defined below) multiplied by the number and class of shares or other securities or property that Grantee would have received in respect of Issuer the Common Stock for which the Option was theretofore exercisable, divided by the Average Price (as is hereinafter defined). The exercise price of the Substitute Option per share of the Substitute Common Stock (the "Substitute Option Price") shall then be equal to the Option Price multiplied by a fraction in which the numerator is the number of shares of Common Stock for which the Option was theretofore exercisable and the denominator is the number of shares for which the Substitute Option is exercisable. (c) The Substitute Option shall otherwise have the same terms as the Option, provided that if the terms of the Substitute Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law for legal reasons, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee, and provided further, however, that the terms of the Substitute Option shall provide that Grantee than shall have an immediate right to require the OptionIssuer to repurchase the Substitute Option pursuant to Section 7. (bd) In addition to any other restrictions or covenants, Issuer agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless The following terms have the Acquiring Corporation (as hereinafter defined) and any Person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder and agree for the benefit of Grantee to comply with this Article V. (c) For purposes of this Section 5.2, the term "Acquiring Corporation" shall mean (i) the continuing or surviving Person of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.meanings indicated:

Substitute Option. (a) In the event that Issuer enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or any Subsidiary of Grantee (each an "Excluded Person"), and Issuer is not the continuing or --------------- surviving corporation of such consolidation or merger, (ii) to permit any Person, other than an Excluded Person, to merge into Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded Person, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange -------- ------- cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Option. (b) In addition to any other restrictions or covenants, Issuer agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the Acquiring Corporation (as hereinafter defined) and any Person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder and agree for the benefit of Grantee to comply with this Article V. (c) For purposes of this Section 5.2, the term "Acquiring Corporation" --------- ----------- shall mean (i) the continuing or surviving Person of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.

Substitute Option. (a) In the event that Issuer the Company enters into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee Parent or any Subsidiary of Grantee Parent (each an "Excluded Person"), and Issuer is the Company shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Personperson, other than an Excluded Person, to merge into Issuer the Company and Issuer the Company shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Personperson, other than an Excluded Person, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by GranteeParent, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical (the "Substitute Option"), at the election of Parent, of either (x) the Acquiring Corporation (as hereinafter defined) or (y) any person that controls the Acquiring Corporation. (b) The Substitute Option shall have the same terms appropriately adjusted to acquire as the number and class of shares or other securities or property Option; provided that Grantee would have received in respect of Issuer Common Stock if the terms of the Substitute Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law for legal reasons, be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than Parent. The Substitute Option Issuer shall enter into an agreement with Parent in substantially the same form as this Agreement (including the terms of this Article V), which agreement shall be applicable to the Substitute Option. The Substitute Option shall be exercisable for such number of Substitute Option Shares as is equal to the Assigned Value multiplied by the number of shares of Common Stock for which the Option was exercisable immediately prior to the event described in the first sentence of Section 5.02(a), divided by the Average Price. The exercise price of the Substitute Option per Substitute Option Share shall then be equal to the Exercise Price multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock for which the Option was exercisable immediately prior to the event described in the first sentence of Section 5.02(a) and the denominator of which shall be the number of Substitute Option Shares for which the Substitute Option is exercisable. (bc) In addition to any other restrictions or covenants, Issuer the Company agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a5.01(a) unless (i) the Acquiring Corporation (as hereinafter defined) and any Person person that controls the Acquiring Corporation assume in writing all the obligations of Issuer the Company hereunder and agree for (ii) the benefit of Grantee Substitute Option Issuer agrees to comply with this Article V. (cd) For purposes of this Section 5.25.02, the term "Acquiring Corporation" shall mean (i) following terms have the continuing or surviving Person of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.meanings indicated:

Substitute Option. (a) a. In the event that Issuer enters prior to the termination of this Option in accordance with this Agreement, Grantor shall enter into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee or any Subsidiary one of Grantee (each an "Excluded Person")its Subsidiaries, and Issuer is shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Personperson, other than an Excluded PersonGrantee or one of its Subsidiaries, to merge into Issuer Grantor and Issuer Grantor shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock Shares shall after such merger represent less than 50% of the outstanding voting securities shares and voting share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Personperson, other than an Excluded PersonGrantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical which the Grantee reasonably believes to have equivalent value and equivalent terms appropriately adjusted (the "Substitute Option"), at the election of Grantee, to acquire the number and class shares of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Option. either (bx) In addition to any other restrictions or covenants, Issuer agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the Acquiring Corporation (as hereinafter defined) and or (y) any Person person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder and agree for the benefit of Grantee to comply with this Article V. (c) Corporation. For purposes of this Section 5.2Agreement, the term "Acquiring Corporation" Corporation shall mean (i) the continuing or surviving Person corporation of a consolidation or merger with Issuer Grantor (if other than IssuerGrantor), (ii) Issuer Grantor in a consolidation or merger in which Issuer Grantor is the continuing or surviving or acquiring Personperson, and (iii) the transferee of all or substantially all of IssuerGrantor's assets. b. In no event shall the Substitute Option be exercisable for more than 14.9% of the shares of the issuer of the Substitute Option. Grantor shall not enter into any transaction described in subsection (a) of this Section unless the Acquiring Corporation and any person that Option on Gemstar Stock controls the Acquiring Corporation assume in writing all the obligations of Grantor hereunder.

Substitute Option. (a) In the event that Issuer the Company enters into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee Parent or any Subsidiary of Grantee Parent (each an "Excluded Person"), and Issuer the Company is not the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Person, other than an Excluded Person, to merge into Issuer the Company and Issuer the Company shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the then outstanding shares of Issuer Company Common Stock shall after such merger represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded Person, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by GranteeParent, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical (the "Substitute Option") for Substitute Option Shares (as hereinafter defined), at the election of Parent, of either (x) the Acquiring Corporation (as hereinafter defined) or (y) any Person that controls the Acquiring Corporation. (b) The Substitute Option shall have the same terms appropriately adjusted to acquire as the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustmentsOption; provided, however, that if such a conversion or exchange the terms of the Substitute Option cannot, because of applicable Law Law, be the same as the Option, such terms shall be as similar as possible and to the extent permitted by applicable Law in no event less advantageous to Grantee Parent than the Option. The issuer of the Substitute Option shall enter into an agreement with Parent in substantially the same form and terms as this Agreement (including the terms of this Article V) to memorialize the terms of the Substitute Option. The Substitute Option shall be exercisable for such number of Substitute Option Shares as is equal to the Market/Offer Price multiplied by the number of shares of Company Common Stock for which the Option was exercisable immediately prior to the event described in the first sentence of Section 5.2(a), divided by the Average Price (as hereinafter defined). The exercise price of the Substitute Option per Substitute Option Share shall then be equal to the Exercise Price multiplied by a fraction, the numerator of which shall be the number of shares of Company Common Stock for which the Option was exercisable immediately prior to the event described in the first sentence of Section 5.2(a) and the denominator of which shall be the number of Substitute Option Shares for which the Substitute Option is exercisable. (bc) In addition to any other restrictions or covenants, Issuer the Company agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the Acquiring Corporation (as hereinafter defined) and any Person that controls the Acquiring Corporation assume in writing all the obligations of Issuer the Company hereunder and agree for the benefit of Grantee Parent to comply with this Article V. (cd) For purposes of this Section 5.2, the term "Acquiring Corporation" shall mean (i) following terms have the continuing or surviving Person of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.meanings indicated:

Substitute Option. (a) In the event that prior to an Exercise Termination Event, Issuer enters shall enter into an agreement (i1) to consolidate with or merge into any Personperson, other than Grantee or any a Subsidiary (as defined in the Merger Agreement) of Grantee (each an "Excluded PersonGrantee Subsidiary"), or engage in a plan of exchange with any person, other than Grantee or a Grantee Subsidiary and Issuer is shall not be the continuing or surviving corporation of such consolidation or mergermerger or the acquirer in such plan of exchange, (ii2) to permit any Personperson, other than an Excluded PersonGrantee or a Grantee Subsidiary, to merge into Issuer or be acquired by Issuer in a plan of exchange and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger or plan of exchange represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii3) to sell or otherwise transfer all or substantially all of its assets or any Issuer Subsidiary's assets, in one transaction or in a series of related transactions, to any Personperson, other than an Excluded PersonGrantee or a Grantee Subsidiary, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire (the number and class "Substitute Option"), at the election of shares or other securities or property that Grantee would have received in respect Exhibit A the Holder, of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Option. either (bx) In addition to any other restrictions or covenants, Issuer agrees that it shall not enter or agree to enter into any transaction described in Section 5.2(a) unless the Acquiring Corporation (as hereinafter defined) and or (y) any Person person that controls the Acquiring Corporation assume in writing all the obligations of Issuer hereunder and agree for the benefit of Grantee to comply with this Article V.Corporation. (cb) For purposes of this Section 5.2, The following terms have the term "Acquiring Corporation" shall mean (i) the continuing or surviving Person of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in which Issuer is the continuing or surviving or acquiring Person, and (iii) the transferee of all or substantially all of Issuer's assets.meanings indicated: