Common use of Liquidating Event Clause in Contracts

Liquidating Event. In the event of the proposed dissolution or liquidation of the Company, or in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off (each, a "Liquidating Event"), the Committee may provide that the holder of any Stock Options then exercisable shall have the right to exercise such Stock Options (at the price provided in the agreement evidencing the Stock Options) subsequent to the Liquidating Event, and for the balance of its term, solely for the kind and amount of shares of Stock and other securities, property, cash or any combination thereof receivable upon such Liquidating Event by a holder of the number of shares of Stock for or with respect to which such Stock Options might have been exercised immediately prior to such Liquidating Event; or the Committee may provide, in the alternative, that each Stock Option granted under the Plan shall terminate as of a date to be fixed by the Board; provided, however, that not less than 30 days written notice of the date so fixed shall be given to each Optionee and if such notice is given, each Optionee shall have the right, during the period of 30 days preceding such termination, to exercise his or her Stock Options as to all or any part of the shares of Stock covered thereby, without regard to any installment or vesting provisions in his or her Stock Options agreement, on the condition, however, that the Liquidating Event actually occurs; and if the Liquidating Event actually occurs, such exercise shall be deemed effective (and, if applicable, the Optionee shall be deemed a shareholder with respect to the Stock Options exercised) immediately preceding the occurrence of the Liquidating Event (or the date of record for shareholders entitled to share in such Liquidating Event, if a record date is set).

Liquidating Event. In the event of the a proposed dissolution or liquidation of the CompanyCompany , or in the event of any corporate separation or division, including, but not limited to, a split-up, split-off or spin-off (eacheach such event, a "“Liquidating Event"”), the Compensation Committee may provide that the holder of any Stock Options then exercisable Grantee shall have the right to exercise such Stock Options (an exercisable Option at the price provided in the agreement evidencing the Stock Options) its Exercise Price subsequent to the Liquidating Event, and for the balance of its term, solely for the kind and amount of shares of Common Stock and other securities, property, cash or any combination thereof receivable upon such Liquidating Event by a holder of the number of shares of Common Stock for or with respect to which such Stock Options Option might have been exercised immediately prior to such Liquidating Event; or the Compensation Committee may provide, in the alternative, that each Stock Option granted under the Plan hereunder shall terminate as of a date to be fixed by the Board; provided, however, that not less than 30 days written notice of the date so fixed shall be given to each Optionee Grantee and if such notice is given, each Optionee Grantee shall have the right, during the period of 30 days preceding such termination, to exercise his or her Stock Options the Option as to all or any part of the shares of Common Stock covered thereby, without regard to any installment or vesting provisions in his or her Stock Options agreementthe extent that such Option is then exercisable, on the condition, however, that the Liquidating Event actually occurs; and if the Liquidating Event actually occurs, such exercise shall be deemed effective (and, if applicable, the Optionee Grantee shall be deemed a shareholder stockholder with respect to the Stock Options exercised) immediately preceding the occurrence of the Liquidating Event (Event, or the date of record for shareholders stockholders entitled to share in such Liquidating Event, if a record date is set).