Common use of EFFECT OF TRANSFER OF CONTROL ON OPTION Clause in Contracts

EFFECT OF TRANSFER OF CONTROL ON OPTION. In the event of a Transfer of Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. If the Option is not assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control, the Option shall terminate and cease to be outstanding effective as of the date of the Transfer of Control to the extent the Option is not exercised. In such event, the Company will give written notice to the holder of the Option of the pending Transfer of Control and the corresponding termination of the Option not less than fifteen (15) days prior to the proposed effective date of such Transfer of Control, and the holder of the Option shall have the right to exercise the Option to the extent then exercisable prior to such effective date. Notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer of Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its sole discretion.

EFFECT OF TRANSFER OF CONTROL ON OPTION. In the event of a Transfer of Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. If In the Option is not assumed or substituted for by event that the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for the Option in connection with the Transfer of Control, any unexercised portion of the Option shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of the Transfer of Control, subject to Section 10 below. Any exercise of the Option that was 10 11 permissible solely by reason of this Section 8.2 shall be conditioned upon the consummation of the Transfer of Control. The Option shall terminate and cease to be outstanding effective as of the date of the Transfer of Control to the extent that the Option is not exercisedneither assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date of the Transfer of Control. In such eventNotwithstanding the foregoing, the Company will give written notice to the holder shares acquired upon exercise of the Option of prior to the pending Transfer of Control and the corresponding termination of the Option not less than fifteen (15) days prior any consideration received pursuant to the proposed effective date of such Transfer of Control, and the holder of the Option shall have the right to exercise the Option to the extent then exercisable prior Control with respect to such effective dateshares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Notwithstanding Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer of Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its sole discretion.

EFFECT OF TRANSFER OF CONTROL ON OPTION. In the event of a Transfer of Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. If In the Option is not assumed or substituted for by event the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for the Option in connection with the Transfer of Control, all shares acquired upon exercise of the Option shall become Vested Shares for purposes of Section 11 as of the date ten (10) days prior to the date of the Transfer of Control. Any vesting of the Option that was permissible solely by reason of this Section 8.2 shall be conditioned upon the consummation of the Transfer of Control. The Option shall terminate and cease to be outstanding effective as of the date of the Transfer of Control to the extent that the Option is not exercisedneither assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date of the Transfer of Control. In such eventNotwithstanding the foregoing, the Company will give written notice to the holder shares acquired upon exercise of the Option of prior to the pending Transfer of Control and the corresponding termination of the Option not less than fifteen (15) days prior any consideration received pursuant to the proposed effective date of such Transfer of Control, and the holder of the Option shall have the right to exercise the Option to the extent then exercisable prior Control with respect to such effective dateshares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Notwithstanding Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer of Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its sole discretion.

EFFECT OF TRANSFER OF CONTROL ON OPTION. In the event of a Transfer of Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. If In the Option is not assumed or substituted for by event that the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for the Option in connection with the Transfer of Control, any unexercised portion of the Option shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of the Transfer of Control, subject to Section 10 below. Any exercise of the Option that was permissible solely by reason of this Section 8.2 shall be conditioned upon the consummation of the Transfer of Control. The Option shall terminate and cease to be outstanding effective as of the date of the Transfer of Control to the extent that the Option is not exercisedneither assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date of the Transfer of Control. In such eventNotwithstanding the foregoing, the Company will give written notice to the holder shares acquired upon exercise of the Option of prior to the pending Transfer of Control and the corresponding termination of the Option not less than fifteen (15) days prior any consideration received pursuant to the proposed effective date of such Transfer of Control, and the holder of the Option shall have the right to exercise the Option to the extent then exercisable prior Control with respect to such effective dateshares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Notwithstanding Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer of Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its sole discretion.

EFFECT OF TRANSFER OF CONTROL ON OPTION. In the event of a Transfer of Control, any unexercised portion of the Option shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of the Transfer of Control, subject to Section 10 below. Any exercise of the Option that was permissible solely by reason of this Section 8.2 shall be conditioned upon the consummation of the Transfer of Control. In addition, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. If the Option is not assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control, the The Option shall terminate and cease to be outstanding effective as of the date of the Transfer of Control to the extent that the Option is not exercisedneither assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date of the Transfer of Control. In such eventNotwithstanding the foregoing, the Company will give written notice to the holder shares acquired upon exercise of the Option of prior to the pending Transfer of Control and the corresponding termination of the Option not less than fifteen (15) days prior any consideration received pursuant to the proposed effective date of such Transfer of Control, and the holder of the Option shall have the right to exercise the Option to the extent then exercisable prior Control with respect to such effective dateshares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Notwithstanding Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer of Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its sole discretion.

EFFECT OF TRANSFER OF CONTROL ON OPTION. In the event of a Transfer of Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. If For purposes of this Section 8.2, the Option is not shall be deemed assumed if, following the Transfer of Control, the Option confers the right to purchase, for each share of Stock subject to the Option immediately prior to the Transfer of Control, the consideration (whether stock, cash or substituted for by other securities or property) to which a holder of a share of Stock on the effective date of the Transfer of Control was entitled. In the event the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for the Option in connection with the Transfer of Control, all shares acquired upon exercise of the Option shall become Vested Shares for purposes of Section 11 as of the date ten (10) days prior to the date of the Transfer of Control. Any vesting of the Option that was permissible solely by reason of this Section 8.2 shall be conditioned upon the consummation of the Transfer of Control. The Option shall terminate and cease to be outstanding effective as of the date of the Transfer of Control to the extent that the Option is not exercisedneither assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date of the Transfer of Control. In such eventNotwithstanding the foregoing, the Company will give written notice to the holder shares acquired upon exercise of the Option of prior to the pending Transfer of Control and the corresponding termination of the Option not less than fifteen (15) days prior any consideration received pursuant to the proposed effective date of such Transfer of Control, and the holder of the Option shall have the right to exercise the Option to the extent then exercisable prior Control with respect to such effective dateshares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Notwithstanding Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer of Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its sole discretion.

EFFECT OF TRANSFER OF CONTROL ON OPTION. (a) In the event of a Transfer of Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. If For purposes of this Section 8.2, an Option shall be deemed assumed if, following the Transfer of Control, the Option is not assumed confers the right to purchase, for each share of Stock subject to the Option immediately prior to the Transfer of Control, the consideration (whether stock, cash or substituted for by other securities or property) to which a holder of a share of Stock on the effective date of the Transfer of Control was entitled. In the event the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for the Option in connection with the Transfer of Control, any unexercised portion of the Option shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of the Transfer of Control. Any exercise of the Option that was permissible solely by reason of this Section 8.2 shall be conditioned upon the consummation of the Transfer of Control. The Option shall terminate and cease to be outstanding effective as of the date of the Transfer of Control to the extent that the Option is not exercisedneither assumed or substituted for by the Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date of the Transfer of Control. In such eventNotwithstanding the foregoing, the Company will give written notice to the holder shares acquired upon exercise of the Option of prior to the pending Transfer of Control and the corresponding termination of the Option not less than fifteen (15) days prior any consideration received pursuant to the proposed effective date of such Transfer of Control, and the holder of the Option shall have the right to exercise the Option to the extent then exercisable prior Control with respect to such effective dateshares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein. Notwithstanding Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Transfer of Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its sole discretion. (b) Notwithstanding any provision herein to the contrary, in the event of a Transfer of Control (other than a Transfer of Control in which any unexercised portion of the Option shall be immediately exercisable and vested in full pursuant to Section 8(a) above), the Vested Ratio determined pursuant to Section 1.1(f) above shall be adjusted effective upon and following the date of the Transfer of Control by adding to the Vested Ratio as otherwise