Common use of Additional Accelerated Vesting Clause in Contracts

Additional Accelerated Vesting. In the event the Company is subject to a “Change in Control,” any part of the Option granted hereunder which has not already been exercised, shall be exercisable and shall be immediately one hundred percent (100%) vested without regard to the periods and installments of exercisability specified in Section 5, if and only if such Option has not at that time expired or been terminated, in accordance with Section 7 or otherwise, in which case, any unexercised portion shall be deemed cancelled as of the effective date of such Change in Control. For the purposes of this Section, “Change in Control” shall be deemed to have occurred if (i) the Company becomes a subsidiary of another corporation or entity or is merged or consolidated into another corporation or entity or substantially all of the assets of the Company are sold to another corporation or entity; (ii) any person, corporation, partnership or other entity, either alone or in conjunction with its “affiliates,” as that term is defined in Rule 405 of the General Rules and Regulations under the Securities Act of 1933, as amended, or other group of persons, corporations, partnerships or other entities who are not “affiliates” but who are acting in concert, other than ▇▇▇ ▇▇▇▇▇▇▇ or his family members or any person, organization or entity that is controlled by ▇▇▇ ▇▇▇▇▇▇▇ or his family members, becomes the owner of record or beneficially of securities of the Company that represent thirty-three and one-third percent (33 1/3%) or more of the combined voting power of the Company’s then outstanding securities entitled to elect the Board; or (iii) the Board or the Committee thereof makes a determination in its reasonable judgment that a “Change in Control” of the Company has taken place. In all events, the determination that a “Change in Control” has occurred shall be made by the Committee.