(ii) the Company shall give to Optionee written notice of the Companys election not to cause such provision to be made and the Option shall become exercisable in full (or, at the election of the Optionee, in part) at any time during a period of thirty days, to be designated by the Company, ending not more than ten days prior to the effective date of the merger, consolidation or sale, in which case the Option shall not be exercisable to any extent after the expiration of such thirty -day period; provided, however, that this paragraph 2(c)(ii) shall not apply in the case of a material transaction resulting from the Companys strategic evaluation process announced on March 29, 2022.
Notwithstanding the provisions of this paragraph 2(c), in no event shall the Option be exercisable after the Expiration Date.
3. Non -Transferability. The Option shall not be transferable by Optionee, other than by (x) will, the laws of descent or distribution or (y) pursuant to a proceeding under Title 11 of the U.S. Bankruptcy Code or similar insolvency proceeding, and is exercisable during the lifetime of Optionee only by Optionee, except as otherwise specifically provided in this Agreement or the Plan. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.
4. Certain Rights Not Conferred by Option. Optionee shall not, by virtue of holding the Option, be entitled to any rights of a stockholder in the Company.
5. Expenses. The Company shall pay all original issue and transfer taxes with respect to the issuance of the Shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith.
(a) Subject to paragraphs 6(b) and 6(i) of this Agreement, the Option shall become exercisable on the dates and in the amounts as follows:
Notwithstanding the foregoing, unless otherwise determined by the Board, in the event of a material transaction resulting from the Companys strategic evaluation process announced on March 29, 2022 while Optionee is in the employ or a consultant of the Company, the Option, to the extent unvested and unexercisable, shall fully vest and become exercisable as of immediately prior to the closing of such transaction.
(b) In the event of a Change of Control while Optionee is in the employ or a consultant of the Company, the Option, to the extent unvested and unexercisable, shall fully vest and become exercisable as of immediately prior to such Change of Control.
(c) The Option shall be exercisable, in whole or part and from time to time, but subject to the exercise schedule set forth in paragraph 6(a) of this Agreement, by written or electronic notice to the Chief Executive Officer or Secretary of the Company of such exercise, complying with the Plan and applicable procedures established by the Committee or the Company. Such notice shall specify the number of Shares for which the Option is being exercised (which number, if less than all of the Shares then subject to exercise, shall be 100 or an integral multiple thereof) and shall be accompanied by: