Dissolution Liquidation Merger. In the event of a dissolution or liquidation of the Company, a merger in which the Company is not the surviving corporation, or a sale of over 80% of the assets of the Company, the Board, in its absolute discretion, may cancel each outstanding Option upon payment in cash to the Optionee of the amount by which any cash and the fair market value of any other property which the Optionee would have received as consideration for the shares of Stock covered by the Option if the Option had been exercised before such liquidation, dissolution, merger, or sale exceeds the exercise price of the Option. In addition to the foregoing, in the event of a merger in which the Company is not the surviving corporation, the Board, in its absolute discretion, may accelerate the time within which each outstanding Option may be exercised.
Dissolution Liquidation Merger. In the event of the proposed dissolution or liquidation of the Company or in the event of a proposed sale of substantially all of the assets of the Company or in the event of a proposed merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, or a statutory share exchange involving capital stock of the Company (such dissolution, liquidation, sale, merger, consolidation or exchange being herein called an "Event'), the Committee may, but shall not be obligated to.
Dissolution Liquidation Merger. In the event of (i) a proposed merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, unless appropriate provision shall have been made for the protection of the Option by the substitution, in lieu of the Option, of an option to purchase appropriate voting common stock (the "Survivor's Stock") of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation, or, alternatively, by the delivery of a number of shares of the Survivor's Stock which has a Fair Market Value (as defined in paragraph 5(c) of the Plan) as of the effective date of such merger or consolidation equal to the product of (A) the excess of (x) the Event Proceeds per Common Share (as hereinafter defined) covered by the Option as of such effective date, over (y) the Option exercise price per Common Share, times (B) the number of Common Shares covered by the Option, or (ii) the proposed dissolution or liquidation of the Company (such merger, consolidation, dissolution or liquidation being herein called an "Event"), the Committee shall declare, at least ten days prior to the actual effective date of an Event, and provide written notice to the Optionee of the declaration, that the Option, whether or not then exercisable, shall be canceled at the time of, or immediately prior to the occurrence of, the Event (unless it shall have been exercised prior to the occurrence of the Event) in exchange for payment to the Optionee, within ten days after the Event, of cash equal to the amount (if any), for each Common Share covered by the canceled Option, by which the Event Proceeds per Common Share (as hereinafter defined) exceeds the exercise price per Common Share covered by the Option. At the time of the declaration provided for in the immediately preceding sentence, the Option shall immediately become exercisable in full and the Optionee shall have the right, during the period preceding the time of cancellation of the Option, to exercise the Option as to all or any part of the Common Shares covered thereby. The Option, to the extent it shall not have been exercised prior to the Event, shall be canceled at the time of, or immediately prior to, the Event, as provided in the declaration, and this Plan shall terminate at the time of such cancellation, subject to the payment obligations of the Company provided in this paragraph 6(b). For pur...
Dissolution Liquidation Merger. Neither Borrower nor Parent shall dissolve or liquidate, or become a party to any merger or consolidation with any Person.
Dissolution Liquidation Merger consolidation or similar event of any Obligor. There is a dissolution, liquidation, merger,
Dissolution Liquidation Merger. In the event of a sale by the Company of all of its assets and the consequent discontinuance of its business, or in the event of a merger, statutory share exchange, consolidation or liquidation, the Board of Directors, shall, as of the time of the adoption of the plan for sale, merger, statutory share exchange, consolidation or liquidation, provide for the termination of the Option as of the effective date of such event; PROVIDED, HOWEVER, that the person holding the Option shall be given either as of or prior to the sale, merger, statutory share exchange, consolidation or liquidation (a) a reasonable time within which to exercise such exercisable portions of their respective options prior to the effectiveness of such sale, merger, statutory share exchange, consolidation or liquidation; or (b) equivalent options covering shares of stock of the corporation succeeding the Company by reason of such sale, merger, statutory share exchange, consolidation or liquidation. The grant of the Option shall not limit in any way the right or power of the Company or the Board of Directors to make adjustments, reclassifications, reorganizations or changes in the Company's capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any portion of the Company's business or assets.
Dissolution Liquidation Merger. In the event of (i) a proposed merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, unless appropriate provision shall have been made for the protection of the Option by the substitution, in lieu of the Option, of an option to purchase appropriate voting common stock (the "Survivor's Stock") of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation, or, alternatively, by the delivery of a number of shares of the Survivor's Stock which has a Fair Market Value (as defined in paragraph 5(c) of the Plan) as of the effective date of such merger or consolidation equal to the product of (A) the excess of (x) the Event Proceeds per Share (as hereinafter defined) covered by the Option as of such effective date, over (y) the Option exercise price per Share, times (B) the number of Shares covered by the Option, or (ii) the proposed dissolution or liquidation of the Company (such merger, consolidation, dissolution or liquidation being herein called an "Event"), the Committee shall declare, at least ten days prior to the actual effective date of an Event, and provide written notice to the Optionee of the declaration, that the Option, whether or not then exercisable, shall be cancelled at the time of, or
Dissolution Liquidation Merger. In the event of (i) a proposed merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, unless appropriate provision shall have been made for the protection of the Option by the substitution, in lieu of the Option, of an option to purchase appropriate voting common stock (the "Survivor's Stock") of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation, or, alternatively, by the delivery of a number of shares of the Survivor's Stock which has a Fair Market Value (as defined in paragraph 5(c) of the Plan) as of the effective date of such merger or consolidation equal to the product of (A) the excess of (x) the Event Proceeds per Share (as hereinafter defined) covered by the Option as of such
Dissolution Liquidation Merger. Neither any Borrower nor any Guarantor shall dissolve or liquidate, or become a party to any merger or consolidation with any Person (other than merger or consolidation with another Borrower, in which event such Borrower shall provide Lender with at least fifteen (15) days prior written notice of such intended merger or consolidation and provide Lender with such documentation in connection therewith as Lender may request).
Dissolution Liquidation Merger. Borrower shall not dissolve or liquidate, or become a party to any merger or consolidation with any Person (other than merger or consolidation with another Borrower, in which event Borrower shall provide Lender with at least thirty (30) days prior written notice of such intended merger or consolidation).
