Common use of Acceleration of Option Clause in Contracts

Acceleration of Option. (a) In the event of (i) any Corporate Transaction where neither MTG or Alfa is party to the merger or the asset sale, (ii) any Corporate Transaction where MTG or Alfa is a party to the merger or the asset sale but the successor corporation in such transaction (or the parent thereof) does not assume this option or replace this option with a cash incentive program which provides Optionee with an economic benefit substantially similar to this option or (iii) a Change in Control where a party other than MTG or Alfa achieves control of a majority of the voting power of the Company’s then outstanding capital stock through direct and/or indirect beneficial ownership, the exercisability of this option, to the extent this option is not otherwise fully exercisable, shall automatically accelerate in full so that this option shall, immediately prior to the effective date of such Corporate Transaction or upon the Change in Control, become fully exercisable for all the Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. (b) In connection with any Corporate Transaction where the exercisability of this option automatically accelerates in full, this option shall be exercised prior to or in connection with the closing of such Corporate Transaction and, to the extent that this option is not so exercised, it shall terminate and cease to be outstanding immediately following the closing of such Corporate Transaction. Without limiting the generality of Section 5, a Change in Control that is not also a Corporate Transaction shall not effect the term of the option. (c) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Acceleration of Option. (a) In the event of any Corporate Transaction where the successor corporation in such transaction (or the parent thereof) does not assume the Option or replace the Option with a cash incentive program which provides Optionee with an economic benefit substantially similar to the Option, the exercisability of the Option shall, to the extent the Option is not otherwise fully exercisable, automatically accelerate in full so that the Option shall, immediately prior to the effective date of such Corporate Transaction, become fully exercisable for all the Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. (b) Without limiting the generality of Section 6(a) above, in the event of (i) any Corporate Transaction where neither MTG or Alfa is party to the merger or the asset sale, sale or (ii) any Corporate Transaction where MTG or Alfa is a party to the merger or the asset sale but the successor corporation in such transaction (or the parent thereof) does not assume this option or replace this option with a cash incentive program which provides Optionee with an economic benefit substantially similar to this option or (iii) a Change in Control where a party other than MTG or Alfa achieves control of a majority of the voting power of the Company’s then outstanding capital stock through direct and/or indirect beneficial ownership, the exercisability of this optionthe Option shall, to the extent this option the Option is not otherwise fully exercisable, shall automatically accelerate in full so that this option the Option shall, immediately prior to the effective date of such Corporate Transaction or upon the Change in Control, become fully exercisable for (i) all the A Option Shares and (ii) those of the B and/or C Option Shares for which the applicable Objectives have been achieved as of the effective date of such Corporate Transaction or Change in Control but which have not yet become exercisable because of the vesting schedules applicable to such B and/or C Option Shares, and, in each case, may be exercised for any or all of those such Option Shares as fully-vested shares of Common Stock. (bc) In connection with any Corporate Transaction where the exercisability of this option the Option automatically accelerates in fullaccelerates, this option the Option shall be exercised to the extent then exercisable prior to or in connection with the closing of such Corporate Transaction and, to the extent that this option the Option is not so exercised, it shall terminate and cease to be outstanding immediately following the closing of such Corporate Transaction. Without limiting the generality of Section 5, a Change in Control that is not also a Corporate Transaction shall not effect the term of the optionOption. (cd) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Acceleration of Option. (a) In the event of a proposed Fundamental Change (ias defined below), the Company may, but shall not be obligated to: (a) any Corporate Transaction where neither MTG or Alfa if the Fundamental Change is party to the a merger or consolidation or statutory share exchange, make appropriate provision for the asset sale, (ii) protection of this Option by the substitution of options and appropriate voting common stock of the corporation surviving any Corporate Transaction where MTG or Alfa is a party to the merger or the asset sale but the successor corporation in such transaction (or consolidation or, if appropriate, the parent thereof) does not assume this option or replace this option with a cash incentive program which provides Optionee with an economic benefit substantially similar to this option or (iii) a Change in Control where a party other than MTG or Alfa achieves control of a majority corporation of the voting power Company or such surviving corporation to be issuable upon the exercise of this Option, in lieu of options and capital stock of the Company’s ; or (b) at least 30 days prior to the occurrence of the Fundamental Change (including a merger or consolidation or statutory share exchange), declare, and provide written notice to Optionee of the declaration, that this Option, whether or not then outstanding capital stock through direct and/or indirect beneficial ownershipexercisable, shall be canceled at the time of, or immediately prior to the occurrence of the Fundamental Change in exchange for payment to Optionee, within ten days after the Fundamental Change, of cash equal to, for each share covered by the canceled Option, the amount, if any, by which the Fair Value (as hereinafter defined in this subparagraph) per share exceeds the exercise price per share covered by this Option. At the time of the declaration provided for in the immediately preceding sentence, this Option shall immediately become exercisable in full (provided, however, that if the Lease Agreement has been terminated prior to the date of such declaration, this Option shall remain exercisable only with respect to those shares that were exercisable at the time of the termination of the Lease Agreement) and Optionee shall have the right, during the period preceding the time of cancellation of the Option, to exercise this Option as to all or any part of the shares covered by this Option (except as provided above) in whole or in part, as the case may be; provided, however, that if such proposed Fundamental Change does not become effective, then the declaration pursuant to this subparagraph 9(b) shall be rescinded, the acceleration of the exercisability of the Option pursuant to this optionsubparagraph 9(b) shall be void, and the Option shall be exercisable in accordance with its original terms. In the event of a declaration pursuant to this subparagraph 9(b), to the extent this option is Option has not otherwise fully exercisable, shall automatically accelerate in full so that this option shall, immediately been exercised prior to the effective date of such Corporate Transaction or upon Fundamental Change, the Change in Control, become fully exercisable for all the Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. (b) In connection with any Corporate Transaction where the exercisability unexercised part of this option automatically accelerates in full, this option Option shall be exercised canceled at the time of, or immediately prior to or to, the Fundamental Change, as provided in connection with the closing of such Corporate Transaction anddeclaration. Notwithstanding the foregoing, Optionee shall not be entitled to the extent that payment provided for in this option is not so exercisedsubparagraph 9(b) if this Option shall have expired pursuant to paragraph 3 above. For purposes of this subparagraph 9(b) only, it shall terminate and cease "Fair Value" per share means the cash plus the fair market value, as determined in good faith by the Board of Directors of the Company, of the non-cash consideration to be outstanding immediately following received per share by the closing of such Corporate Transaction. Without limiting the generality of Section 5, a Change in Control that is not also a Corporate Transaction shall not effect the term of the option. (c) This Agreement shall not in any way affect the right shareholders of the Company upon the occurrence of the Fundamental Change, notwithstanding anything to adjustthe contrary provided in this Agreement. For purposes of this Agreement, reclassify"Fundamental Change" shall mean a dissolution or liquidation of the Company, reorganize a sale of substantially all of the assets of the Company, a merger or otherwise change its consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, or a statutory share exchange involving capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part stock of its business or assetsthe Company.

Acceleration of Option. (a) In the event of (i) any Corporate Transaction where neither MTG or Alfa is party to the merger or the asset sale, (ii) any Corporate Transaction where MTG or Alfa is a party to the merger or the asset sale but the successor corporation in such transaction (or the parent thereof) does not assume this option or replace this option with a cash incentive program which provides Optionee with an economic benefit substantially similar to this option or (iii) a Change in Control where a party other than MTG or Alfa achieves control of a majority of the voting power of the Company’s then outstanding capital stock through direct and/or indirect beneficial ownership, the exercisability of this option, to the extent this option is not otherwise fully exercisable, shall automatically accelerate in full so that this option shall, immediately prior to the effective date of such Corporate Transaction or upon the Change in Control, become fully exercisable for all the Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. (b) In the event of any Corporate Transaction or any Change of Control (in each case, including a Corporate Transaction where a party to the merger or the asset sale is MTG or Alfa or a Change in Control where either MTG or Alfa achieves control, of a majority of the voting power of the Company’s then outstanding capital stock through direct and/or indirect beneficial ownership) where, in the 12-month period immediately following such event (i) the Employment Agreement is, at the election of the Company, terminated without Cause or (ii) the Employment Agreement is terminated, at the election of the Optionee, as a result of (A) a material reduction in Optionee’s total compensation (not including a reduction in the value of any options granted to Optionee resulting from a decrease in the fair market value of the Company’s stock), (B) a change in Optionee’s reporting line such that he no longer reports directly to the Company’s Chief Executive Officer, (C) a material reduction in Optionee’s responsibilities and authority such that the Optionee’s responsibilities and/or authority as Chief Financial Officer of the Company are materially different from the responsibilities and/or authority commonly associated with a chief financial officer of a similarly situated company or (D) Optionee in his role as an executive of the Company being directed by the Company’s Chief Executive Officer or any member of the Board to take any action that violates any law, rule or regulation applicable to him or to the Company or that would cause the consolidated financial statements of the Company to fail to be in compliance with United States generally accepted accounting principles, in either case, in any material respect; provided that Optionee has previously reported the matter to the full Board in writing but nonetheless Optionee continues to be directed to take such action, then the exercisability of this option, to the extent this option is not otherwise fully exercisable, shall automatically accelerate in full so that this option shall, immediately following such termination, become fully exercisable for all the Option Shares and may be exercised for any or all of those shares as fully-vested shares of Common Stock. (c) In connection with any Corporate Transaction where the exercisability of this option automatically accelerates in full, this option shall be exercised prior to or in connection with the closing of such Corporate Transaction and, to the extent that this option is not so exercised, it shall terminate and cease to be outstanding immediately following the closing of such Corporate Transaction. Without limiting the generality of Section 5, a Change in Control that is not also a Corporate Transaction shall not effect the term of the option. (cd) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Acceleration of Option. (a) In the event of (i) any Corporate Transaction where neither MTG or Alfa is party to the merger or the asset sale, (ii) any Corporate Transaction where MTG or Alfa is a party to the merger or the asset sale but the successor corporation in such transaction (or the parent thereof) does not assume this option or replace this option with a cash incentive program which provides Optionee with an economic benefit substantially similar to this option or (iii) a Change in Control where a party other than MTG or Alfa achieves control of a majority of the voting power of the Company’s then outstanding capital stock through direct and/or indirect beneficial ownershipTransaction, the exercisability of this option, to the extent this option is not otherwise fully exercisable, shall automatically accelerate in full so that this option shall, immediately prior to the effective date of such the Corporate Transaction or upon the Change in ControlTransaction, become fully exercisable for all the Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. However, the exercisability of the Option Shares shall not so accelerate if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction of this option to the extent this option is not otherwise fully exercisable or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same exercise schedule applicable to those unvested Option Shares as set forth in Paragraph 4. (b) In connection with any Corporate Transaction where the exercisability of this option automatically accelerates in full, this option shall be exercised prior to or in connection with the closing of such Corporate Transaction and, to the extent that this option is not so exercised, it shall terminate and cease to be outstanding immediately following the closing of such Corporate Transaction. Without limiting the generality of Section 5, a Change in Control that is not also a Corporate Transaction shall not effect the term of the option. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. (d) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.