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Merger Clause

The document discusses mergers, consolidations, and acquisitions involving a company. It states that if a merger or consolidation occurs: (1) Outstanding stock options will be subject to the merger or consolidation agreement. (2) The agreement will provide for the continuation, assumption, substitution, or settlement of stock options. (3) If the company is acquired or is not the surviving party in a merger, the company agrees to use its best efforts to ensure that the transferee or surviving company will assume the obligations of any agreements, including the agreement discussed in the document.

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67 views

Merger Clause

The document discusses mergers, consolidations, and acquisitions involving a company. It states that if a merger or consolidation occurs: (1) Outstanding stock options will be subject to the merger or consolidation agreement. (2) The agreement will provide for the continuation, assumption, substitution, or settlement of stock options. (3) If the company is acquired or is not the surviving party in a merger, the company agrees to use its best efforts to ensure that the transferee or surviving company will assume the obligations of any agreements, including the agreement discussed in the document.

Uploaded by

CPMM
Copyright
© © All Rights Reserved
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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If the BANK merge or consolidate with any other corporation/entity or acquire all or substantially all the

assets or capital stock of any corporation... the same shall not subordinate or adversely affect any way
the BANK’s obligation hereunder.

Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation,
outstanding Options shall be subject to the agreement of merger or consolidation. Such agreement shall provide for:

(i) The continuation of such outstanding Options by the Company (if the Company is the surviving
corporation);

(ii) The assumption of the Plan and such outstanding Options by the surviving corporation or its
parent;

(iii) The substitution by the surviving corporation or its parent of options with substantially the same
terms for such outstanding Options;

(iv) The full exercisability of such outstanding Options and full vesting of the Shares subject to such
Options, followed by the cancellation of such Options; or

(v) The settlement of the full value of such outstanding Options (whether or not then exercisable) in
cash or cash equivalents, followed by the cancellation of such Options.

Subject to the provisions hereof, in the event of a sale of the stock, or substantially all of the
stock of the Company, or consolidation or merger of the Company with or into another
corporation or entity, or the sale of substantially all of the operating assets of the Company to
another corporation, entity or individual, the Company’s rights and obligations under this
Agreement to its successor-in-interest shall be deemed to have acquired and assumed by such
successor-in-interest; provided, however, that in no event shall the duties and services of
Executive provided for herein, or the responsibilities, authority or powers commensurate
therewith, change in any material respect as a result of such sale of stock, consolidation, merger
or sale of assets.

In the event the Company is acquired during the Term, or is the non-surviving party in a merger,
or sells all or substantially all of its assets, this Agreement shall not automatically be terminated,
and the Company agrees to use its best efforts to ensure that the transferee or surviving
company shall assume and be bound by the provisions of this Agreement.

Survival on Merger or Acquisition


In the event the Company is acquired during the Term, or is the non-surviving party in a merger, or sells all
or substantially all of its assets, this Agreement shall not automatically be terminated, and the Company agrees to
use its best efforts to ensure that the transferee or surviving company shall assume and be bound by the provisions of
this Agreement.

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