Certain Other Transactions. In the event of a dissolution or liquidation of the Company, a sale of all or substantially all of the Company's assets, a merger or consolidation involving the Company in which the Company is not the surviving corporation or a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Company's Board of Directors or a committee thereof shall, in its absolute discretion, have the power to: (1) cancel, effective immediately prior to the occurrence of such event, this Option, to the extent outstanding immediately prior to such event, and, in full consideration of such cancellation, pay to Grantee an amount in cash, for each share of Common Stock then subject to this Option equal to the excess of (A) the value, as determined by the Board of Directors or committee thereof in its absolute discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (B) the exercise price of this Option; or (2) provide for the exchange of this Option, to the extent outstanding immediately prior to such event, for an option on some or all of the property for which this Option is exchanged and, incident thereto, make an equitable adjustment, as determined by the Board of Directors or committee thereof its absolute discretion, in the exercise price of this Option, or the number of shares or amount of property subject to this Option or, if appropriate, provide for a cash payment to Grantee in partial consideration for the exchange of this Option.
Appears in 2 contracts
Sources: Stock Option Agreement (Texoil Inc /Nv/), Stock Option Agreement (Texoil Inc /Nv/)