Common use of Mergers, Reorganizations, Etc Clause in Contracts

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company's assets (each, a "Transaction"), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 4.2-1 The Option shall remain in effect in accordance with its terms. 4.2-2 The Option shall be converted into an option to purchase stock in the corporation that is the surviving or acquiring corporation in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Conversions shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable only to the extent that the exercisability requirements relating to the Option have been satisfied. 4.2-3 The Board of Directors shall provide a 30-day period before the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors may, in its sole discretion, accelerate the exercisability of the Option so that it is exercisable in full during such 30-day period.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or consolidation, plan of exchange exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party party, any sale, lease, exchange or other transfer (in one transaction or a sale series of all related transactions) of all, or substantially all all, of the assets of the Company's assets , or the transfer by one or more shareholders, in one transfer or several related transfers, of 50% of more of the Common Stock outstanding on the date of such transfer (or the first of such related transfers) to persons, other than wholly-owned subsidiaries or family trusts, who were not shareholders of the Company prior to the first such transfer (each, a "Transaction"), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding options under the OptionPlan prior to the consummation of the Transaction: 4.2-1 6.1 The Option shall remain in effect in accordance with its their terms. 4.2-2 6.2 The Option shall be converted into an option options to purchase stock in one or more of the corporation corporations, including the Company, that is are the surviving or acquiring corporation corporations in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option Options shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation corporation(s) to be issued to held by holders of shares of the CompanyCompany following the Transaction. Conversions The converted Options shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable vested only to the extent that the exercisability vesting requirements relating to the Option Options have been satisfied. 4.2-3 6.3 The Board of Directors Company shall provide a 30-day period of a least 10 days before the consummation completion of the Transaction during which the Option may be exercised exercised, to the extent then exercisable, and, and upon the expiration of such 30-day that period, the Option shall immediately terminate to the extent not exercisedterminate. The Board of Directors Company may, in its sole discretion, accelerate the exercisability of the Option Options so that it the Options is exercisable in full during that period. Notwithstanding anything in this Agreement to the contrary, any proposed merger, acquisition, subsidiary merger, issuance of stock, change of control or other transaction that might qualify as a Transaction that occurs on or before June 30, 2002 and involves VitalStream, Inc. as a party shall not be deemed to be a Transaction for purposes of this Agreement. There shall be no adjustment made under this Section 6 with respect to such 30-day periodtransaction.

Mergers, Reorganizations, Etc. For purposes of this Section, a “Transaction” shall mean (a) a transaction (or a related series of transactions not in the ordinary course of business) in which a majority of the assets or business of the Company is transferred, by merger, lease, sale, consolidation, plan of exchange, split-up, split-off, spin-off, reorganization, liquidation or other transfer, to a person or entity that is not a parent of the Company, a wholly-owned subsidiary of the Company or another entity in which the shareholders of the Company immediately prior to such transaction (or the first of a series of related transaction) receive in the transaction on a pro rata basis and own immediately after the transaction (or the last of a series of related transactions) a majority of the issued and outstanding shares of capital stock, or (b) a transfer by one or more shareholders, in one transfer or several related transfers (such as in response to a tender offer or in a collectively negotiated sale), of 50% or more of the Common Stock outstanding on the date of such transfer (or the first of such related transfers) to persons, other than wholly-owned subsidiaries or family trusts, who were not shareholders of the Company prior to the first such transfer. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company's assets (each, a "Transaction"), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding options and other awards under the OptionPlan prior to the consummation of the Transaction: 4.2-1 The Option 6.1 Outstanding options and other awards shall remain in effect in accordance with its their terms. 4.2-2 The Option 6.2 Outstanding options and other awards shall be converted into an option options to purchase stock or awards with respect to stock in one or more of the corporation corporations, including the Company, that is are the surviving or acquiring corporation corporations in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option options or other awards shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation corporation(s) to be issued to held by holders of shares of the CompanyCompany following the Transaction. Conversions The converted options or other awards shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable vested only to the extent that the exercisability vesting requirements relating to the Option options or other awards granted hereunder have been satisfied. 4.2-3 The Board of Directors shall provide a 30-day period before the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors of the Company may, in its sole discretion, accelerate the exercisability of the Option options so that it is they are exercisable in full prior to being converted into options to purchase stock of the surviving or acquiring corporations in the Transaction. 6.3 With respect to the options, the Company shall provide a period of a least 10 days before the completion of the Transaction during which the opions may be exercised, to the extent then exercisable, and upon the expiration of that period, the options shall immediately terminate. The Company may, its sole discretion, accelerate the exercisability of the options so that the options are exercisable in full during such 30that period. The Company intends to enter into a merger (the “Merger”) with a subsidiary of Aftermarket Enterprises Inc. (“Aftermarket”) pursuant to which the Company will become a wholly-day period.owned subsidiary of Aftermarket and the shareholders of the Company will acquire a majority of the outstanding shares of common stock of Aftermarket. Notwithstanding anything in this Section 6, in connection with the Merger (a) AfterMarket will adopt the Plan, (b) consistent with Section 6.2 above, this Option shall convert into an options to purchase common stock of Aftermarket with the number of shares subject to this Option and the exercise price to be equitably adjusted consistent with the exchange ratio in the Merger (and the term of this Option not otherwise to be affected), and (c) Aftermarket shall have the right substitute for this Stock Option Agreement and agreement reflecting (a) and (b) above.1

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company’s assets or of more than 50% of the Company's assets outstanding shares of Common Stock (each, a "“Transaction"”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option, in each case provided that the Transaction is consummated: 4.2-1 The Option shall remain in effect in accordance with its terms. 4.2-2 The Option shall be assumed, converted or exchanged into an option to purchase stock in the corporation that is the surviving or acquiring corporation in the TransactionTransaction (or in a parent corporation). The amount, amount and type of securities subject thereto and exercise price of the assumed, converted or exchanged option shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Conversions shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable only to the extent that the exercisability requirements relating to the Option have been satisfied. 4.2-3 The Board of Directors shall provide a 30-day period before the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors may, in its it sole discretion, accelerate the exercisability of the Option so that it is exercisable in full during such 30-day period. The Board of Directors may, in its sole discretion, provide that any or all other outstanding awards granted under the Plan shall terminate upon or immediately prior to the consummation of the Transaction and/or accelerate the vesting and/or waive any applicable restrictions upon the expiration of the period provided as described in Section 10.2‑3 of the Plan or upon or immediately prior to the consummation of the Transaction. 4.2-4 The Board of Directors, in its sole discretion, shall provide that the 64071-0003/LEGAL23962000.1 #PageNum# 64071-0003/LEGAL23962000.2 Option shall terminate either upon or immediately prior to consummation of a Transaction and the Optionee shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders of Common Stock in the Transaction, or, in the event the Transaction does not result in direct receipt of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined by the Board of Directors in its sole discretion, multiplied by the number of shares of Common Stock subject to such outstanding awards (to the extent then vested and/or exercisable or whether or not then vested and/or exercisable, as determined by the Board of Directors in its sole discretion) exceeds (y) the aggregate exercise price or ▇▇▇▇▇ ▇▇▇▇▇ for the Option.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company's ’s assets (each, a "“Transaction"”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 4.2-1 The Option shall remain in effect in accordance with its terms. 4.2-2 The Option shall be converted into an option to purchase stock in the corporation that is the surviving or acquiring corporation in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Conversions shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable only to the extent that the exercisability requirements relating to the Option have been satisfied. 4.2-3 The Board of Directors shall provide a 30-day period before the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors may, in its it sole discretion, accelerate the exercisability of the Option so that it is exercisable in full during such 30-day period.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company’s assets or of more than 50% of the Company's assets outstanding shares of Common Stock (each, a "“Transaction"”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option, in each case provided that the Transaction is consummated: 4.2-1 The Option shall remain in effect in accordance with its terms. 4.2-2 The Option shall be assumed, converted or exchanged into an option to purchase stock in the corporation that is the surviving or acquiring corporation in the TransactionTransaction (or in a parent corporation). The amount, amount and type of securities subject thereto and exercise price of the assumed, converted or exchanged option shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Conversions shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable only to the extent that the exercisability requirements relating to the Option have been satisfied. 4.2-3 The Board of Directors shall provide a 30-day period before the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors may, in its it sole discretion, accelerate the exercisability of the Option so that it is exercisable in full during such 30-day period. The Board of Directors may, in its sole discretion, provide that any or all other outstanding awards granted under the Plan shall terminate upon or immediately prior to the consummation of the Transaction and/or accelerate the vesting and/or waive any applicable restrictions upon the expiration of the period provided as described in Section 10.23 of the Plan or upon or immediately prior to the consummation of the Transaction. 4.2-4 The Board of Directors, in its sole discretion, shall provide that the Option shall terminate either upon or immediately prior to consummation of a Transaction and the Optionee shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders of Common Stock in the Transaction, or, in the event the Transaction does not result in direct receipt of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined by the Board of Directors in its sole discretion, multiplied by the number of shares of Common Stock subject to such outstanding awards (to the extent then vested and/or exercisable or whether or not then vested and/or exercisable, as determined by the Board of Directors in its sole discretion) exceeds (y) the aggregate exercise price or ▇▇▇▇▇ ▇▇▇▇▇ for the Option.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company's assets (each, a "Transaction"), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 4.2-1 The Option shall remain in effect in accordance with its terms. 4.2-2 The Option shall be converted into an option to purchase stock in the corporation that is the surviving or acquiring corporation in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Conversions shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable only to the extent that the exercisability exercisabliity requirements relating to the Option have been satisfied. 4.2-3 The Board of Directors shall provide a 30-day period before the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors may, in its it sole discretion, accelerate the exercisability of the Option so that it is exercisable in full during such 30-day period.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company's ’s assets (each, a "“Transaction"”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 4.2-1 The Option shall remain in effect in accordance with its terms. 4.2-2 The Option shall be converted into an option to purchase stock in the corporation that is the surviving or acquiring corporation in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Conversions shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable only to the extent that the exercisability exercisabliity requirements relating to the Option have been satisfied. 4.2-3 The Board of Directors shall provide a 30-day period before the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors may, in its it sole discretion, accelerate the exercisability of the Option so that it is exercisable in full during such 30-day period.

Mergers, Reorganizations, Etc. In Subject to the provisions of Section 7 related to the acceleration of the exercisability of the Option in certain circumstances, in the event of a merger, consolidation or consolidation, plan of exchange exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party party, any sale, lease, exchange or other transfer (in one transaction or a sale series of all related transactions) of all, or substantially all all, of the assets of the Company's assets , or the transfer by one or more shareholders, in one transfer or several related transfers, of 50% of more of the Common Stock outstanding on the date of such transfer (or the first of such related transfers) to persons, other than wholly-owned subsidiaries or family trusts, who were not shareholders of the Company prior to the first such transfer (each, a "“Transaction"”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding options under the OptionPlan prior to the consummation of the Transaction: 4.2-1 6.1 The Option shall remain in effect in accordance with its their terms. 4.2-2 6.2 The Option shall be converted into an option options to purchase stock in one or more of the corporation corporations, including the Company, that is are the surviving or acquiring corporation corporations in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option Options shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation corporation(s) to be issued to held by holders of shares of the CompanyCompany following the Transaction. Conversions The converted Options shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable vested only to the extent that the exercisability vesting requirements relating to the Option Options have been satisfied. 4.2-3 6.3 The Board of Directors Company shall provide a 30-day period of a least 10 days before the consummation completion of the Transaction during which the Option may be exercised exercised, to the extent then exercisable, and, and upon the expiration of such 30-day that period, the Option shall immediately terminate to the extent not exercisedterminate. The Board of Directors Company may, in its sole discretion, accelerate the exercisability of the Option Options so that it the Options is exercisable in full during such 30-day that period.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or plan of exchange to which the Company is a party or a sale of all or substantially all of the Company's ’s assets (each, a "“Transaction"”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating the Option: 4.2-1 The Option shall remain in effect in accordance with its terms. 4.2-2 The Option shall be converted into an option to purchase stock in the corporation that is the surviving or acquiring corporation in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option shall be determined by the Board of Directors of the CompanyBoard, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Conversions shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of DirectorsBoard, the converted option shall be exercisable only to the extent that the exercisability requirements relating to the Option have been satisfied. 4.2-3 The Board of Directors shall provide a 30-day period before prior to the consummation of the Transaction during which the Option may be exercised to the extent then exercisable, and, upon the expiration of such 30-day period, the Option shall immediately terminate to the extent not exercised. The Board of Directors may, in its sole discretion, accelerate the exercisability of the Option so that it is exercisable in full during such 30-day period.

Mergers, Reorganizations, Etc. In the event of a merger, consolidation or consolidation, plan of exchange exchange, acquisition of property or stock, split-up, split-off, spin-off, reorganization or liquidation to which the Company is a party party, any sale, lease, exchange or other transfer (in one transaction or a sale series of all related transactions) of all, or substantially all all, of the assets of the Company's assets , or the transfer by one or more shareholders, in one transfer or several related transfers, of 50% of more of the Common Stock outstanding on the date of such transfer (or the first of such related transfers) to persons, other than wholly-owned subsidiaries or family trusts, who were not shareholders of the Company prior to the first such transfer (each, a "“Transaction"”), the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding options under the OptionPlan prior to the consummation of the Transaction: 4.2-1 6.1 The Option shall remain in effect in accordance with its their terms. 4.2-2 6.2 The Option shall be converted into an option options to purchase stock in one or more of the corporation corporations, including the Company, that is are the surviving or acquiring corporation corporations in the Transaction. The amount, type of securities subject thereto and exercise price of the converted option Options shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation corporation(s) to be issued to held by holders of shares of the CompanyCompany following the Transaction. Conversions The converted Options shall be made without change in the total price applicable to the unexercised portion of the Option and with a corresponding adjustment in the Option price per share and shall neither (i) make the ratio, immediately after the event, of the Option price per share to the fair market value per share more favorable to the Optionee than that ratio immediately before the event nor (ii) make the aggregate spread, immediately after the event, between the fair market value of shares as to which the Option is exercisable and the Option price of such shares more favorable to the Optionee than that aggregate spread immediately before the event. Unless otherwise determined by the Board of Directors, the converted option shall be exercisable vested only to the extent that the exercisability vesting requirements relating to the Option Options have been satisfied. 4.2-3 6.3 The Board of Directors Company shall provide a 30-day period of a least 10 days before the consummation completion of the Transaction during which the Option may be exercised exercised, to the extent then exercisable, and, and upon the expiration of such 30-day that period, the Option shall immediately terminate to the extent not exercisedterminate. The Board of Directors Company may, in its sole discretion, accelerate the exercisability of the Option Options so that it the Options is exercisable in full during such 30-day that period.