Common use of Termination After Change in Control Clause in Contracts

Termination After Change in Control. If the Optionee’s Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s Service terminated. Notwithstanding the foregoing, if it is determined that the provisions or operation of this Section 5.1(c) would preclude treatment of a Change in Control as a “pooling-of-interests” for accounting purposes and provided further that in the absence of the preceding sentence such Change in Control would be treated as a “pooling-of-interests” for accounting purposes, then this Section 5.1(c) shall be void ab initio, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.

Termination After Change in Control. If the Optionee’s 's Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below)Control, (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s 's Service terminated, may be exercised by the Optionee (or the Optionee’s 's guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s 's Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s 's Service terminated. Notwithstanding the foregoing, if the Company and the other party to the transaction constituting a Change in Control agree to treat such transaction as a "pooling-of-interests" for accounting purposes and it is determined that the provisions or operation of this Section 5.1(c7.1(c) would preclude treatment of a Change in Control such transaction as a “"pooling-of-interests” for accounting purposes " and provided further that in the absence of the preceding sentence such Change in Control transaction would be treated as a “"pooling-of-interests” for accounting purposes, ," then this Section 5.1(c7.1(c) shall be void ab initiowithout force or effect, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.

Termination After Change in Control. If the Optionee’s 's Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s 's Service terminated, may be exercised by the Optionee (or the Optionee’s 's guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s 's Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s 's Service terminated. Notwithstanding the foregoing, if the Company and the other party to the transaction constituting a Change in Control agree to treat such transaction as a "pooling-of-interests" for accounting purposes and it is determined that the provisions or operation of this Section 5.1(c7.1(c) would preclude treatment of a Change in Control such transaction as a “"pooling-of-interests” for accounting purposes " and provided further that in the absence of the preceding sentence such Change in Control transaction would be treated as a “"pooling-of-interests” for accounting purposes, ," then this Section 5.1(c7.1(c) shall be void ab initiowithout force or effect, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.

Termination After Change in Control. If the Optionee’s 's Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s 's Service terminated, may be exercised by the Optionee (or the Optionee’s 's guardian or legal representative) at any time prior to the expiration of six three (63) months after the date on which the Optionee’s 's Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s 's Service terminated. Notwithstanding the foregoing, if it is determined that the provisions or operation of this Section 5.1(c7.1(c) would preclude treatment of a Change in Control as a “"pooling-of-interests” " for accounting purposes and provided further that in the absence of the preceding sentence such Change in Control would be treated as a “"pooling-of-interests” " for accounting purposes, then this Section 5.1(c7.1(c) shall be void ab initioAB INITIO, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.

Termination After Change in Control. If the Optionee’s Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s Service terminated. Notwithstanding the foregoing, if it is determined that the provisions or operation of this Section 5.1(c) would preclude treatment of Company and the other party to the transaction constituting a Change in Control agree to treat such transaction as a “pooling-of-interests” for accounting purposes and it is determined that the provisions or operation of this Section 7.1(c) would preclude treatment of such transaction as a “pooling-of-interests” and provided further that in the absence of the preceding sentence such Change in Control transaction would be treated as a “pooling-of-interests,” for accounting purposes, then this Section 5.1(c7.1(c) shall be void ab initiowithout force or effect, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.

Termination After Change in Control. If the Optionee’s 's Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s 's Service terminated, may be exercised by the Optionee (or the Optionee’s 's guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s 's Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s 's Service terminated. Notwithstanding the foregoing, if it is determined that the provisions or operation of this Section 5.1(c7.1(c) would preclude treatment of a Change in Control as a “"pooling-of-interests” " for accounting purposes and provided further that in the absence of the preceding sentence such Change in Control would be treated as a “"pooling-of-interests” " for accounting purposes, then this Section 5.1(c7.1(c) shall be void ab initio, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.

Termination After Change in Control. If the Optionee’s 's Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s 's Service terminated, may be exercised by the Optionee (or the Optionee’s 's guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s 's Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s 's Service terminated. Notwithstanding the foregoing, if the Company and the other party to the transaction constituting a Change in Control agree to treat such transaction as a "pooling-of-interests" for accounting purposes and it is determined that the provisions or operation of this Section 5.1(c7.1(c) would preclude treatment of a Change in Control such transaction as a “"pooling-of-interests” for accounting purposes " and provided further that in the absence of the preceding sentence such Change in Control transaction would be treated as a “"pooling-of-interests” for accounting purposes, ," then this Section 5.1(c7.1(c) shall be void ab initiowithout force or effect, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.