Common use of Effect of Certain Transactions Clause in Contracts

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under ▇▇▇ ▇▇. ▇▇ in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation date of such Transaction, unless provision is made in such Transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In the event of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plans. In the event of any Transaction subject to this Section, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlier.

Effect of Certain Transactions. In the case of (a) the dissolution or ------------------------------ liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its subsidiaries to another person or entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a "Transaction"), other than a merger transaction to be accounted for as a "pooling majority of interests" under ▇▇▇ ▇▇. ▇▇ in which the outstanding voting power of the surviving or resulting entity assumes this Stock Option (a "Pooling Transaction")immediately upon completion of such transaction, this Stock Option shall be deemed fully vested no longer vest except as the Committee may determine in its sole discretion and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and in any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction, unless provision is made in such Transaction transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and (in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance an assumption) with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever comes first. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock Option, but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option unless it is assumed or substituted by the successor as provided above.

Effect of Certain Transactions. In If the case Company is merged into another ------------------------------ entity, or if one or more entities is merged into the Company or there is a consolidation of the Company and one or more entities and, in any such case, the shares of Common Stock are converted into cash, securities or other property other than shares of Common Stock, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another entity while unexercised Options remain outstanding under the Plan, then: (ai) subject to the provisions of clause (iii) below, this Option will terminate as of the effective date of any such merger, consolidation, liquidation or sale, provided that (x) notice of such termination shall be given to Optionee and (y) Optionee shall have the right to exercise this Option to the extent that it is then exercisable, during the 15-day period preceding the effective date of such merger, consolidation, liquidation or sale, contingent upon the consummation of such merger, consolidation, liquidation or sale, provided, however, that in no event shall this Option be exercisable after the Expiration Date; (ii) the dissolution or liquidation Option Committee, with the approval of the Board of Directors of the Company, (b) a merger, reorganization or consolidation may in which a majority of its discretion accelerate the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted time for as a "pooling of interests" under ▇▇▇ ▇▇. ▇▇ in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as any unexercised and unexpired portion of such closing or consummation shall in all cases be subject this Option, including the then unvested portion of this Option, to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or date prior to the closing or consummation effective date of such Transactionmerger, unless provision is made in such Transaction in consolidation, liquidation or sale specified by the sole discretion Option Committee, and (iii) the Option Committee, with the approval of the parties thereto for Board of Directors of the assumption Company, may provide that after the effective date of such merger, consolidation or sale this Option shall survive and Optionee shall be entitled, upon exercise of this Option, to receive, in lieu of shares of Common Stock, shares of stock or other securities as the holders of shares of Common Stock Option or received pursuant to the substitution for this Stock Option of a new stock option terms of the successor person merger, consolidation or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In the event of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plans. In the event of any Transaction subject to this Section, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earliersale.

Effect of Certain Transactions. (a) In the case of a Transaction (a) the dissolution or liquidation as defined in Section 3 of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under ▇▇▇ ▇▇. ▇▇ in which the surviving entity assumes this Stock Option (a "Pooling Transaction"Plan), this Stock Option shall be deemed fully vested and exercisable as of terminate on the closing or consummation of such Transaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of such Transaction, unless provision is made in such Transaction transaction in the sole discretion of the parties thereto for the assumption or continuation of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such appropriate adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In the event of a Pooling Transactionprice, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of in the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansPlan. In the event of any Transaction subject to which will result in the termination of this SectionStock Option, the Company shall give to the Optionee written notice thereof at least fifteen (15) 15 days prior to the closing or anticipated consummation effective date and the Optionee shall be permitted to exercise during such 15-day period all options held by the Optionee that are then exercisable. After such effective date, the Optionee may not exercise this Stock Option unless it is assumed or substituted by the record date successor entity (or parent or subsidiary thereof) as provided above. (b) Notwithstanding anything to the contrary in this Section 4 and in accordance with the Plan, in the event of a Transaction pursuant to which holders of the Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Transaction, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the grantees holding Options, in exchange for the cancellation thereof, in an amount equal to the difference between (i) the value as determined by the Committee of the consideration payable per share of Stock pursuant to the Transaction (the “Sale Price”) times the number of shares of Stock subject to outstanding Options (to the extent then exercisable at prices not in excess of the Sale Price) and (ii) the aggregate exercise price of all such transaction, if earlieroutstanding Options.

Effect of Certain Transactions. In the case of (a) the dissolution ------------------------------ or liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its Subsidiaries to another person or entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions effectively constituting a "Transaction"), other than a merger transaction to be accounted for as a "pooling sale of interests" under ▇▇▇ ▇▇. ▇▇ the Company in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity assumes this Stock Option immediately upon completion of such transaction (a "Pooling TransactionSale Event"), this Stock Option shall be deemed fully vested and exercisable as (to the extent not previously vested) immediately prior to the effective date of (or, if relevant, the closing or consummation of record date for determining stockholders entitled to participate in) such Transactiontransaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation a result thereof shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of such transaction. In any such Transaction, other than a Pooling Transactioncase, this Stock Option (with respect to both vested and unvested Stock Options) shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction or event, unless provision is made in such Transaction transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and, in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entityassumption, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany being deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever comes first. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock Option, but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option unless it is assumed or substituted by the successor as provided above.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of If the Company is acquired by a party to a merger or reorganization with one or more other corporations, whether or not the Company is the surviving or resulting corporation, or if the Company consolidates with or into one or more other corporations, or if the Company is liquidated or sells or otherwise disposes of substantially all its assets to another person or entity corporation (other than each hereinafter referred to as a holding company formed by the Company“Transaction”), (c) in any case while this option remains outstanding, the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) Board may take one or more of the following actions: (a) provide that after the effective date of such Transaction this option shall remain outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under ▇▇▇ ▇▇. ▇▇ in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option and shall be deemed fully vested exercisable in shares of Common Stock or, if applicable, shares of such stock or other securities, cash or property as the holders of shares of Common Stock received pursuant to the terms of such Transaction; (b) may accelerate the time for exercise of this option, so that from and after a date prior to the effective date of such Transaction this option shall be exercisable in full; (c) may cancel unexercised options as of the closing or consummation effective date of such Transaction, provided that such acceleration and any notice of such cancellation shall be given to the Holder and the Holder shall have the right to exercise of options that become vested as this option during a specified period preceding the effective date of such closing transaction; (d) make or provide for a cash payment to the Holder equal to the difference between (i) the fair market value of the per share consideration (whether cash, securities or other property or any combination of the above) the holder of a share of Common Stock will receive upon consummation shall in all cases be of the Transaction (the “Per Share Transaction Price”) times the number of shares of Common Stock subject to the vested portion of the Option (to the extent then exercisable at prices not equal to or in excess of the Per Share Transaction Price) and contingent upon (ii) the aggregate exercise price of such closing shares, in exchange for the termination of the Option. To the extent that this Option is exercisable at a price equal to or consummation. From and after in excess of the closing or consummation of any such TransactionPer Share Transaction Price, other than a Pooling Transaction, this Stock the Board may provide that the Option shall terminate and no longer be exercisable as to immediately upon the consummation of the Transaction without any Option Shares unexercised on or prior payment being made to the closing or consummation date of such Transaction, unless provision is made in such Transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In the event of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plans. In the event of any Transaction subject to this Section, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlierHolder.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more all of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction")entity, other than a merger transaction to be accounted for as a "pooling Apooling of interests" ' under ▇▇▇ APB ▇▇. ▇▇ in ▇▇ which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transactiontransaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transactiontransaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or 44 5 consummation date of such Transactiontransaction or event, unless provision is made in such Transaction transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In the event of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and an the per share exercise price as contemplated by the Stock PlansSection 5. In the event of any Transaction transaction subject to this SectionSection 6, the Company shall give to the Optionee written notice thereof at least fifteen thirty (1530) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlier.

Effect of Certain Transactions. In the case of (a) the dissolution ------------------------------ or liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its subsidiaries to another person or entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a "Transaction"), other than a merger transaction to be accounted for as a "pooling majority of interests" under ▇▇▇ ▇▇. ▇▇ in which the outstanding voting power of the surviving or resulting entity assumes this Stock Option (a "Pooling Transaction")immediately upon completion of such transaction, this Stock Option shall be deemed fully vested no longer vest except as the Committee may determine in its sole discretion and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and in any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction, unless provision is made in such Transaction transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and (in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance an assumption) with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the COmpany entitled to participate in such transactiontransaction shall be determined, if earlierwhichever comes first. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock Option, but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option unless it is assumed or substituted by the successor as provided above.

Effect of Certain Transactions. In Upon the case occurrence of a Sale Event (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Companyas defined below), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction"), other than a merger transaction to be accounted for as a "pooling of interests" under ▇▇▇ ▇▇. ▇▇ in which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option Shares that have not yet vested shall be deemed fully vested and exercisable as of the closing or consummation of such TransactionSale Event, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling TransactionSale Event, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation date of such TransactionSale Event, unless provision is made in such Transaction transaction, in the sole discretion of the parties thereto thereto, for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In the event of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and the per share exercise price as contemplated by the Stock Plansagree. In the event of any Transaction transaction subject to this SectionSection 8, the Company shall give to the Optionee written notice thereof at least fifteen thirty (1530) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlier. As used herein, a Sale Event means any of the following transactions: (i) a merger or consolidation of the Company with or into another corporation (with respect to which less than a majority of the outstanding voting power of the surviving or consolidated corporation is held by shareholders of the Company immediately prior to such event), (ii) the sale or transfer of all or substantially all of the properties and assets of the Company and its subsidiaries or (iii) any purchase by any party (or group of affiliated parties) other than an Investor (as defined in that certain Stockholders' Agreement dated as of February 18, 1998) of shares of capital stock of the Company (either through a negotiated stock purchase or a tender for such shares), the effect of which is that such party (or group of affiliated parties) that did not beneficially own a majority of the voting power of the outstanding shares of capital stock of the Company immediately prior to such purchase beneficially owns at least a majority of such voting power immediately after such purchase, so long as, in each case, the holders of all outstanding shares of the Company's Series A 8% Redeemable Preferred Stock and Convertible Participating Preferred Stock shall have received prior to such event or in connection therewith full payment in respect of such shares in accordance with the terms thereof.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company to another person or entity, or (d) the sale of fifty percent (50%) or more all of the outstanding stock of the Company to an unrelated person or entity (in each case, a "Transaction")entity, other than a merger transaction to be accounted for as a "pooling of interests" under ▇▇▇ APB ▇▇. ▇▇ in ▇▇ which the surviving entity assumes this Stock Option (a "Pooling Transaction"), this Stock Option shall be deemed fully vested and exercisable as of the closing or consummation of such Transactiontransaction, provided that such acceleration and any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transactiontransaction, other than a Pooling Transaction, this Stock Option shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation date of such Transactiontransaction or event, unless provision is made in such Transaction transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In the event of a Pooling Transaction, this Stock Option shall remain in effect in accordance with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments to the number and kind of shares and an the per share exercise price as contemplated by the Stock PlansSection 5. In the event of any Transaction transaction subject to this SectionSection 6, the Company shall give to the Optionee written notice thereof at least fifteen thirty (1530) days prior to the closing or anticipated consummation date, or the record date for such transaction, if earlier.

Effect of Certain Transactions. In the case of (a) the dissolution or liquidation of the Company, ; (b) a merger, reorganization or consolidation in which a majority of the outstanding voting power of the Company is acquired by another person or entity (other than a holding company formed by the Company), (c) the sale of all or substantially all of the assets of the Company and its subsidiaries to another person or entity; (c) a merger, reorganization or consolidation in which the holders of the Company's outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity immediately upon completion of such transaction; (d) the sale of fifty percent (50%) or more of the outstanding stock of the Company to an unrelated person or entity entity; or (in each case, e) any other transaction or series of transactions where the owners of the Company's outstanding voting power immediately prior to such transaction do not own a "Transaction"), other than a merger transaction to be accounted for as a "pooling majority of interests" under ▇▇▇ ▇▇. ▇▇ in which the outstanding voting power of the surviving or resulting entity assumes this Stock Option (a "Pooling Transaction")immediately upon completion of such transaction, this Stock Option shall be deemed fully vested no longer vest except as the Committee may determine in its sole discretion and exercisable as of the closing or consummation of such Transaction, provided that such acceleration and in any notice of exercise of options that become vested as of such closing or consummation shall in all cases be subject to and contingent upon such closing or consummation. From and after the closing or consummation of any such Transaction, other than a Pooling Transaction, case this Stock Option (with respect to both vested and unvested Stock Options) shall terminate and no longer be exercisable as to any Option Shares unexercised on or prior to the closing or consummation effective date of (or, if relevant, the record date for determining stockholders entitled to participate in) such Transactiontransaction, unless provision is made in such Transaction transaction in the sole discretion of the parties thereto for the assumption of this Stock Option or the substitution for this Stock Option of a new stock option of the successor person or entity or a parent or subsidiary thereof, if any, with such adjustment as to the number and kind of shares and the per share exercise price as such parties shall agree to. In , and (in the event case of a Pooling Transaction, this Stock Option shall remain in effect in accordance an assumption) with its terms as provided herein and shall become an obligation of the surviving entity, with appropriate adjustments references to the number and kind of shares and the per share exercise price as contemplated by the Stock PlansCompany deemed to refer to such successor entity. In the event of any Transaction subject to this Sectiontransaction which will result in such termination, the Company shall give to the Optionee written notice thereof at least fifteen (15) days prior to the closing or anticipated consummation date, effective date of such transaction or the record date for on which stockholders of the Company entitled to participate in such transactiontransaction shall be determined, if earlierwhichever comes first. Until the earlier to occur of such effective date or record date, the Optionee may exercise any vested portion of this Stock Option, but after such effective date or record date, as the case may be, the Optionee may not exercise this Stock Option unless it is assumed or substituted by the successor as provided above.