Common use of Substitute Option Clause in Contracts

Substitute Option. (a) In the event that Issuer enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or any Subsidiary of Grantee (each an "Excluded Person"), and Issuer is not the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Person, other than an Excluded Person, to merge into Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded Person, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Option.

Substitute Option. (a) In the event that Issuer enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or any Subsidiary of Grantee (each an "Excluded Person"), and Issuer is not the continuing or --------------- surviving corporation of such consolidation or merger, (ii) to permit any Person, other than an Excluded Person, to merge into Issuer and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded Person, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange -------- ------- cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Option.

Substitute Option. (a) In the event that prior to an Exercise Termination Event, Issuer enters shall enter into an agreement (i1) to consolidate with or merge into any Personperson, other than Grantee or any a Subsidiary (as defined in the Merger Agreement) of Grantee (each an "Excluded PersonGrantee Subsidiary"), or engage in a plan of exchange with any person, other than Grantee or a Grantee Subsidiary and Issuer is shall not be the continuing or surviving corporation of such consolidation or mergermerger or the acquirer in such plan of exchange, (ii2) to permit any Personperson, other than an Excluded PersonGrantee or a Grantee Subsidiary, to merge into Issuer or be acquired by Issuer in a plan of exchange and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger or plan of exchange represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii3) to sell or otherwise transfer all or substantially all of its assets or any Issuer Subsidiary's assets, in one transaction or in a series of related transactions, to any Personperson, other than an Excluded PersonGrantee or a Grantee Subsidiary, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire (the number and class "SUBSTITUTE OPTION"), at the election of shares EXHIBIT A the Holder, of either (x) the Acquiring Corporation (as hereinafter defined) or other securities or property (y) any person that Grantee would have received in respect of Issuer Common Stock if controls the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the OptionAcquiring Corporation.

Substitute Option. (a) In the event that prior to an Exercise Termination Event, Issuer enters shall enter into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee or one of Grantee's Subsidiaries, or engage in a plan of exchange with any Subsidiary person other than Grantee or one of Grantee (each an "Excluded Person")Grantee's Subsidiaries, and Issuer is shall not be the continuing or surviving corporation of such consolidation or mergermerger or the acquiror in such plan of exchange, (ii) to permit any Personperson, other than an Excluded PersonGrantee or one of its Subsidiaries, to merge into Issuer or be acquired by Issuer in a plan of exchange and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger or plan of exchange represent less than 50% of the outstanding voting securities shares and voting share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its or any Significant Subsidiary's assets to any Personperson, other than an Excluded PersonGrantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire (the number and class "SUBSTITUTE OPTION"), at the election of shares the Holder, of either (x) the Acquiring Corporation (as defined below) or other securities or property (y) any person that Grantee would have received in respect of Issuer Common Stock if controls the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the OptionAcquiring Corporation.

Substitute Option. (a) In the event that that, prior to an Exercise Termination Event, Issuer enters shall enter into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee or any Subsidiary one of Grantee (each an "Excluded Person")its Subsidiaries, and Issuer is shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any Personperson, other than an Excluded PersonGrantee or one of its Subsidiaries, to merge into Issuer Issuer, and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such merger, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger represent less than 50% of the outstanding voting securities shares and voting share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Personperson, other than an Excluded PersonGrantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option (the "Substitute Option"), at the election of the Holder, of either (x) the "Acquiring Corporation" (as defined in Section 8(b)) or (y) any person that controls the Acquiring Corporation. (b) The following terms have the meanings indicated: (A) "Acquiring Corporation" shall mean (i) the continuing or surviving corporation of a consolidation or merger with identical terms appropriately adjusted to acquire Issuer (if other than Issuer), (ii) Issuer, in a merger in which Issuer is the number continuing or surviving person, and class (iii) the transferee of shares all or other securities or property that Grantee would have received substantially all of Issuer's assets. (B) "Substitute Common Stock" shall mean the common stock issued by the issuer of the Substitute Option upon exercise of the Substitute Option. (C) "Assigned Value" shall mean the Market/Offer Price, as defined in respect Section 7. (D) "Average Price" shall mean the average closing price of Issuer a share of the Substitute Common Stock if for the Option had been exercised one year immediately prior to preceding the consolidation, merger or sale in question, but in no event higher than the closing price of the shares of Substitute Common Stock on the day preceding such consolidation, mergermerger or sale; provided that if Issuer is the issuer of the Substitute Option, sale, the Average Price shall be computed with respect to a share of common stock issued by the person merging into Issuer or transfer, by any company which controls or the record date thereforis controlled by such person, as applicable and make any other necessary adjustments; the Holder may elect. (c) The Substitute Option shall have the same terms as the Option, provided, however, that if such a conversion or exchange the terms of the Substitute Option cannot, because of applicable Law be for legal reasons, have the same terms as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Holder. The issuer of the Substitute Option shall also enter into an agreement with the then Holder or Holders of the Substitute Option in substantially the same form as this Agreement, which shall be applicable to the Substitute Option.. C-7

Substitute Option. (a) In the event that prior to an Exercise Termination Event, Issuer enters shall enter into an agreement (i1) to consolidate with or merge into any Personperson, other than Grantee or any a Subsidiary (as defined in the Merger Agreement) of Grantee (each an "Excluded PersonGrantee Subsidiary"), or engage in a plan of exchange with any person, other than Grantee or a Grantee Subsidiary and Issuer is shall not be the continuing or surviving corporation of such consolidation or mergermerger or the acquirer in such plan of exchange, (ii2) to permit any Personperson, other than an Excluded PersonGrantee or a Grantee Subsidiary, to merge into Issuer or be acquired by Issuer in a plan of exchange and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger or plan of exchange represent less than 50% of the outstanding voting securities shares and share equivalents of the merged or acquiring company, or (iii3) to sell or otherwise transfer all or substantially all of its assets or any Issuer Subsidiary's assets, in one transaction or in a series of related transactions, to any Personperson, other than an Excluded PersonGrantee or a Grantee Subsidiary, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire (the number and class "Substitute Option"), at the election of shares Exhibit A the Holder, of either (x) the Acquiring Corporation (as hereinafter defined) or other securities or property (y) any person that Grantee would have received in respect of Issuer Common Stock if controls the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the OptionAcquiring Corporation.

Substitute Option. (a) In the event that Issuer the Company enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or any Subsidiary one of Grantee (each an "Excluded Person")its subsidiaries, and Issuer is the Company will not be the continuing or surviving corporation of in such consolidation or merger, (ii) to permit any Person, other than an Excluded PersonGrantee or one of its subsidiaries, to merge into Issuer the Company and Issuer shall the Company will be the continuing or surviving or acquiring corporation, but, but in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property property, or the then outstanding shares of Issuer Company Common Stock shall outstanding immediately prior to the consummation of such merger will, after such merger merger, represent less than 50% of the outstanding voting securities of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded PersonGrantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provision so that, unless earlier exercised by Grantee, that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Class A Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; providedapplicable, however, that if such a conversion or exchange cannot, because of applicable Law otherwise be the same adjusted as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Optionappropriate. 9.

Substitute Option. (a) In the event that prior to an Exercise ----------------- Termination Event, Issuer enters shall enter into an agreement (i) to consolidate with or merge into any Personperson, other than Grantee or one of Grantee's Subsidiaries, or engage in a plan of exchange with any Subsidiary person other than Grantee or one of Grantee (each an "Excluded Person")Grantee's Subsidiaries, and Issuer is shall not be the continuing or surviving corporation of such consolidation or mergermerger or the acquiror in such plan of exchange, (ii) to permit any Personperson, other than an Excluded PersonGrantee or one of its Subsidiaries, to merge into Issuer or be acquired by Issuer in a plan of exchange and Issuer shall be the continuing or surviving or acquiring corporation, but, in connection with such mergermerger or plan of exchange, the then outstanding shares of Issuer Common Stock shall be changed into or exchanged for stock or other securities of any other Person person or cash or any other property or the then outstanding shares of Issuer Common Stock shall after such merger or plan of exchange represent less than 50% of the outstanding voting securities shares and voting share equivalents of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its or any Significant Subsidiary's assets to any Personperson, other than an Excluded PersonGrantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction shall make proper provision so that, unless earlier exercised by Grantee, that the Option shall, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire (the number and class "Substitute Option"), at the election ----------------- of shares the Holder, of either (x) the Acquiring Corporation (as defined below) or other securities or property (y) any person that Grantee would have received in respect of Issuer Common Stock if controls the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; provided, however, that if such a conversion or exchange cannot, because of applicable Law be the same as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the OptionAcquiring Corporation.

Substitute Option. (a) In the event that Issuer the Company enters into an agreement (i) to consolidate with or merge into any Person, other than Grantee or any Subsidiary one of Grantee (each an "Excluded Person")its subsidiaries, and Issuer is the Company will not be the continuing or surviving corporation of in such consolidation or merger, (ii) to permit any Person, other than an Excluded PersonGrantee or one of its subsidiaries, to merge into Issuer the Company and Issuer shall the Company will be the continuing or surviving or acquiring corporation, but, but in connection with such merger, the then outstanding shares of Issuer Company Common Stock shall outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of the Company or any other Person or cash or any other property property, or the then outstanding shares of Issuer Company Common Stock shall outstanding immediately prior to the consummation of such merger will, after such merger merger, represent less than 50% of the outstanding voting securities of the merged or acquiring company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any Person, other than an Excluded PersonGrantee or one of its subsidiaries, then, and in each such case, the agreement governing such transaction shall will make proper provision so that, unless earlier exercised by Grantee, that the Option shallwill, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or property that Grantee would have received in respect of Issuer Class A Company Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments; providedapplicable, however, that if such a conversion or exchange cannot, because of applicable Law otherwise be the same adjusted as the Option, such terms shall be as similar as possible and in no event less advantageous to Grantee than the Optionappropriate.