Common use of Shares Subject to Exercise Clause in Contracts

Shares Subject to Exercise. Subject to Paragraph 5 hereof, shares issuable upon exercise of the Option (the "Shares") shall be subject to exercise 25% on each of the following dates: July 31, 1996, January 31, 1997, July 31, 1997 and January 31, 1998. If the Optionee's employment is terminated within twelve (12) months following any Change in Control either by the Company or the Optionee all shares will become subject to exercise. For purposes of this Agreement, a Change in Control shall mean: (a) any transfer or series of transfers of capital stock of the Company, other than as a result of a sale of capital stock of the Company pursuant to a public offering registered under the Securities Act of 1933, as amended, as a result of which the holders of capital stock of the Company prior to such transfer or transfers become, collectively, the legal or beneficial holders of less than fifty percent (50%) of the capital stock of the Company; (b) the consummation of any merger or consolidation of the Company with another corporation; provided, however, that no Change in Control shall be deemed to have occurred if, immediately following such merger or consolidation, legal or beneficial holders of capital stock of the Company prior to such merger or consolidation shall own or control, directly or indirectly,

Shares Subject to Exercise. Subject to Paragraph 5 hereof, shares issuable upon exercise of the Option (the "Shares") shall be subject to exercise 25% on each of the following dates: July 31, 1996, January 31, 1997, July March 31, 1997, June 30, 1997 and January 31September 30, 19981997. If the Optionee's employment is terminated within twelve (12) months following any Change in Control either by the Company or the Optionee all shares will become subject to exercise. For purposes of this Agreement, a Change in Control shall mean: (a) any transfer or series of transfers of capital stock of the Company, other than as a result of a sale of capital stock of the Company pursuant to a public offering registered under the Securities Act of 1933, as amended, as a result of which the holders of capital stock of the Company prior to such transfer or transfers become, collectively, the legal or beneficial holders of less than fifty percent (50%) of the capital stock of the Company; (b) the consummation of any merger or consolidation of the Company with another corporation; provided, however, that no Change in Control shall be deemed to have occurred if, immediately following such merger or consolidation, legal or beneficial holders of capital stock of the Company prior to such merger or consolidation shall own or control, directly or indirectly,immediately