Common use of Full Vesting Upon Change in Control Clause in Contracts

Full Vesting Upon Change in Control. Notwithstanding the foregoing, the Option shall fully vest with respect to all Shares subject thereto upon the occurrence of a “Change in Control” of the COMPANY. For purposes of this Agreement, a “Change in Control” means the COMPANY or its stockholders entering into one or more agreements to dispose of all or substantially all of the assets or fifty percent (50%) or more of the outstanding capital stock of the COMPANY by means of a sale (whether as a result of a tender offer or otherwise), merger, reorganization or liquidation in one or a series of related transactions; provided, however, that a “Change in Control” shall not occur in the event that (a) the primary purpose of the transaction is to change the COMPANY’s domicile solely within the United States; or (b) the transaction is approved by a majority of the members of the COMPANY’s Board of Directors (the “Board of Directors”) who had either been in office for more than twelve months prior to such transaction or had been elected, or nominated for election by the COMPANY’s stockholders, by the vote of three-fourths of the directors then still in office who were directors at the beginning of such twelve-month period.