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 SAR: 4.2-1 The SAR shall remain in effect in accordance with their terms. 4.2-2 If the stockholders of the Company receive capital stock of another corporation (“Exchange Stock”) in exchange for their shares of Class A Common Stock in any Transaction, appropriate adjustment shall be made by the Board of Directors in the number of SARs and/or the amount payable on exercise of the SAR. Unless otherwise determine by the Board of Directors, the SAR shall be vested only to the extent that the vesting requirements relating to the SAR has been satisfied. 4.2-3 The Board of Directors may provide a 30-day period prior to the consummation of the Transaction during which the Recipient shall have the right to exercise the SAR to the extent then exercisable and upon the expiration of which 30-day period the SAR shall immediately terminate.