Common use of RECAPITALIZATIONS; ASSUMPTION OF OPTIONS Clause in Contracts

RECAPITALIZATIONS; ASSUMPTION OF OPTIONS. In the event of any (i) merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company and the options granted under this Plan are assumed by the successor corporation in a manner binding on all optionees); (ii) dissolution or liquidation of the Company; (iii) sale of substantially all of the assets of the Company; or (iv) other transaction which qualifies as a "corporate transaction" under Section 424(a) of the Code wherein the shareholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company): then this Option, if still outstanding, may be assumed or replaced by the successor corporation, which assumption or replacement shall be binding on Optionee. In the alternative, the successor corporation may substitute an option as nearly equivalent hereto as practicable.