Common use of Terminating Transactions Clause in Contracts

Terminating Transactions. Upon the dissolution or liquidation of the Company, this Option shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall terminate pursuant to the foregoing sentence, the person then entitled to exercise the Option shall have the right, at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate, to exercise this Option to the full extent not theretofore exercised, including any installments previously not exercisable prior to the Terminating Transaction. Adjustments under this section shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof shall be conclusive. No fractional shares of stock shall be issued under this Option or in connection with any such adjustment.

Terminating Transactions. Upon (i) the dissolution or liquidation of the Company, this Option shall terminate. Upon the occurrence of any (iii) a reorganization, merger or consolidation in of the Company (individually or collectively, a "Merger") with one or more corporations as a result of which the Company shall not be the surviving entity (goes out of existence or survives only as becomes a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary)corporation, or (iii) the acquisition of beneficial ownership all or control substantially all of (including, without limitation, power to vote) the assets or more than 50% of the outstanding shares of Common Stock by any person or entity eighty percent (including a “group” as defined by or under Section 13(d)(380%) of the Securities Exchange Act then outstanding stock of 1934the Company by another entity, as amended (collectively a “Terminating Transaction”), this Option Options granted under the Plan shall terminate unless provision provisions be made in writing in connection with such transaction for the assumption of the Option such Options or the substitution for the Option such Options of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Companycompany, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option such Options shall continue in the manner and under the terms so provided. If this Option Each of such transactions referred to in (i), (ii) and (iii) above shall terminate pursuant be referred to as a "Terminating Transaction." Notwithstanding the foregoing sentenceforegoing, each holder of outstanding Options granted under the person then entitled to exercise the Option Plan, whether or not such Options have become vested at such time, shall have the right, right to exercise such Options to the full extent not theretofore exercised at such time immediately prior to the consummation of the Terminating Transaction Transactions as the Company Committee shall designate, to exercise this Option to or in lieu thereof, in the full extent not theretofore exercised, including any installments previously not exercisable prior to case of a Merger and in the Terminating Transaction. Adjustments under this section shall be made by discretion of the Committee, whose determination as be entitled to what adjustments shall be made receive upon the consummation of the Merger, for each outstanding Option held by such person and in exchange for the extent thereof shall be conclusive. No fractional surrender and cancellation thereof, a cash payment from the Company or its successor equal to the consideration paid per share of Common Stock in the merger (or the Fair Market Value thereof) minus the exercise price of such Option multiplied by the number of shares of stock shall be issued under this Option or in connection with any Common Stock subject to such adjustmentOption.

Terminating Transactions. A. Upon the dissolution or liquidation of the Company, Company prior to the shares of Common Stock subject to this Option Award becoming 100% vested this Award shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Option Award shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Option Award or the substitution for the Option Award of a new option Award covering the stock shares of Common Stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option Award shall continue in the manner and under the terms so provided. If this Option Award shall terminate pursuant to the foregoing sentencesentences, the person then entitled shares subject to exercise the Option Award shall have the right, be considered 100% vested at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate, to exercise this Option to . B. Upon the full extent not theretofore exercised, including any installments previously not exercisable dissolution or liquidation of Qdoba Restaurant Corporation prior to the shares of Common Stock subject to this Award becoming 100% vested this Award shall terminate. Upon the occurrence of any (i) merger or consolidation in which Qdoba Restaurant Corporation shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of Qdoba Restaurant Corporation’s stock immediately prior to such transaction), (ii) sale of all or substantially all of Qdoba Restaurant Corporation’s assets to any other person or entity (other than a wholly-owned subsidiary of the Company), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of common stock of Qdoba Restaurant Corporation by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Qdoba Terminating Transaction. Adjustments under ”), this section Award shall terminate unless provision be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof shall be conclusive. No fractional shares of stock shall be issued under this Option or in writing in connection with any such adjustmenttransaction for the substitution for the Award of a new Award covering the shares of common stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event this Award shall continue in the manner and under the terms so provided. If this Award shall terminate pursuant to the foregoing sentences, the shares subject to the Award shall be considered 100% vested at such time immediately prior to the consummation of the Qdoba Terminating Transaction as the Company shall designate.

Terminating Transactions. A. Upon the dissolution or liquidation of the Company, this Option shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Terminating Transaction”), this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall terminate pursuant to the foregoing sentence, the person then entitled to exercise the Option shall have the right, at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate, to exercise this Option to the full extent not theretofore exercised, including any installments previously not exercisable prior to the Terminating Transaction. Adjustments under this section shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof shall be conclusive. No fractional shares of stock shall be issued under this Option or in connection with any such adjustment. B. Upon the dissolution or liquidation of Qdoba Restaurant Corporation, this Option shall terminate. Upon the occurrence of any (i) merger or consolidation in which Qdoba Restaurant Corporation shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of Qdoba Restaurant Corporation’s stock immediately prior to such transaction), (ii) sale of all or substantially all of Qdoba Restaurant Corporation’s assets to any other person or entity (other than a wholly-owned subsidiary of the Company), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of common stock of Qdoba Restaurant Corporation by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “Qdoba Terminating Transaction”), this Option shall terminate unless provision be made in writing in connection with such transaction for the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall terminate pursuant to the foregoing sentence, the person then entitled to exercise the Option shall have the right, at such time immediately prior to the consummation of the Qdoba Terminating Transaction as the Company shall designate, to exercise this Option to the full extent not theretofore exercised, including any installments previously not exercisable prior to the Qdoba Terminating Transaction. Adjustments under this section shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof shall be conclusive. No fractional shares of stock shall be issued under this Option or in connection with any such adjustment.

Terminating Transactions. Upon (i) the dissolution or liquidation of the Company, this Option shall terminate. Upon the occurrence of any (iii) a reorganization, merger or consolidation in of the Company (individually or collectively, a “Merger”) with one or more corporations as a result of which the Company shall not be the surviving entity (goes out of existence or survives only as becomes a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s assets to any other person or entity (other than a wholly-owned subsidiary)corporation, or (iii) the acquisition of beneficial ownership all or control substantially all of (including, without limitation, power to vote) the assets or more than 50% of the outstanding shares of Common Stock by any person or entity eighty percent (including a “group” as defined by or under Section 13(d)(380%) of the Securities Exchange Act then outstanding stock of 1934the Company by another entity, as amended (collectively a “Terminating Transaction”), this Option Options granted under the Plan shall terminate unless provision provisions be made in writing in connection with such transaction for the assumption of the Option such Options or the substitution for the Option such Options of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Companycompany, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option such Options shall continue in the manner and under the terms so provided. If this Option Each of such transactions referred to in (i), (ii) and (iii) above shall terminate pursuant be referred to as a “Terminating Transaction.” Notwithstanding the foregoing sentenceforegoing, each holder of outstanding Options granted under the person then entitled to exercise the Option Plan, whether or not such Options have become vested at such time, shall have the right, right to exercise such Options to the full extent not theretofore exercised at such time immediately prior to the consummation of the Terminating Transaction Transactions as the Company Committee shall designate, to exercise this Option to or in lieu thereof, in the full extent not theretofore exercised, including any installments previously not exercisable prior to case of a Merger and in the Terminating Transaction. Adjustments under this section shall be made by discretion of the Committee, whose determination as be entitled to what adjustments shall be made receive upon the consummation of the Merger, for each outstanding Option held by such person and in exchange for the extent thereof shall be conclusive. No fractional surrender and cancellation thereof, a cash payment from the Company or its successor equal to the consideration paid per share of Common Stock in the merger (or the Fair Market Value thereof) minus the exercise price of such Option multiplied by the number of shares of stock shall be issued under this Option or in connection with any Common Stock subject to such adjustmentOption.

Terminating Transactions. Upon the dissolution or liquidation of the Company, this Option shall terminate. Upon the occurrence of any (i) merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose shareholders did not own all or substantially all of the Company’s 's Common Stock immediately prior to such transaction), (ii) sale of all or substantially all of the Company’s 's assets to any other person or entity (other than a wholly-owned subsidiary), or (iii) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) more than 50% of the outstanding shares of Common Stock by any person or entity (including a “"group” " as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (collectively a “"Terminating Transaction”"), this Option shall terminate unless provision be made in writing in connection with such transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Company, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so provided. If this Option shall terminate pursuant to the foregoing sentence, the person then entitled to exercise the Option shall have the right, at such time immediately prior to the consummation of the Terminating Transaction as the Company shall designate, to exercise this Option to the full extent not theretofore exercised, including any installments previously not exercisable prior to the Terminating Transaction. Adjustments under this section shall be made by the Committee, whose determination as to what adjustments shall be made and the extent thereof shall be conclusive. No fractional shares of stock shall be issued under this Option or in connection with any such adjustment.