Replacement Options. If and when this Option is exercised and the exercise price is paid with previously issued and outstanding shares, as permitted in paragraph 8 hereof, upon such exercise of this Option the Grantee or other person who duly exercised this Option will automatically and simultaneously receive a supplemental option (herein sometimes referred to as a "replacement option") for a number of shares equal to the number of shares delivered by the Grantee or other person or retained by the Company in such exercise of this Option, subject to adjustments of the sort provided in paragraph 7 hereof, at an exercise price per share equal to the Fair Market Value (as defined herein) of the shares subject to the replacement option on the date this Option is thus exercised. The replacement option shall expire on the expiration date of this Option and shall in other respects contain the same terms and provisions as this Option, except that: (a) the replacement option shall not itself provide for any further replacement options upon its exercise, whether or not the exercise price of the replacement option is paid with previously outstanding shares or with shares as to which it is being exercised; and (b) the replacement option may not be exercised before the earlier of (i) the expiration of one year after the date it is granted or (ii) the first day of the calendar month in which its expiration date occurs, subject to any acceleration of its exercisability under provisions such as those in paragraph 5 hereof.
Replacement Options. Bracknell will use its commercially reasonable best efforts to grant options to acquire Bracknell Common Stock (the "Replacement Options"), in acknowledgement of the cancellation, waiver or other termination of existing options to acquire Able Shares, to various directors, officers and employees of Able who hold options to acquire Able Shares as of the date hereof (the "Option Recipients"). Bracknell will grant the Replacement Options with substantially similar vesting criteria and on substantially similar economic terms (having regard to the Conversion Number, the exercise price of the existing options to acquire Able Shares relative to the market price of the Able Shares at the close of business on August 22, 2000 and the market price of Bracknell Common Stock at the close of business on August 22, 1000) as the options to acquire Able Shares held by the Option Recipients as of the date hereof. The Replacement Options will be granted subject to the approval of the Bracknell Board of Directors, the approval of the Bracknell stockholders of an increase in the reserves under Bracknell's existing stock option plan and the approval of the TSE. The Replacement Options will be issued pursuant to the terms and conditions of Bracknell's existing stock option plan.
Replacement Options. Each STI Option granted prior to the Effective Time and remaining outstanding immediately prior to the Effective Time shall cease to represent a right to acquire shares of STI Common Stock and shall be converted (as so converted, an “STI Converted Option”), at the Effective Time, into an option to acquire, on the same terms and conditions as were applicable under the STI Option (but taking into account the acceleration of the vesting thereof), as set forth in Section 1.8(b)(iii) that number of shares of the Company Common Stock determined by multiplying the number of shares of STI Common Stock subject to such STI Option by the STI Exchange Ratio, rounded, if necessary, to the nearest whole share of the Company Common Stock; provided, however, that in the case of any STI Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.
Replacement Options. Each holder of an Outstanding Option shall have received a Replacement Option therefor, evidenced by an option agreement executed by the Company substantially in the form annexed to the Replacement Option Plan.
Replacement Options. If an Option granted pursuant to the Plan may be exercised by an optionee by means of a stock-for-stock swap method of exercise as provided above, then the Committee may, in its sole discretion and at the time of the original option grant, authorize the Participant to automatically receive a replacement Option pursuant to this part of the Plan. This replacement option shall cover a number of shares determined by the Committee, but in no event more than the number of shares equal to the difference between the number of shares of the original option exercised and the net shares received by the Participant from such exercise. The exercise price of the replacement option shall equal the then current Fair Market Value, and with a term extending to the expiration date of the original Option. The Committee shall have the right, in its sole discretion and at any time, to discontinue the automatic grant of replacement options if it determines the continuance of such grants to no longer be in the best interest of the Company.
Replacement Options. In the event that there are any Disallowed Options, Parent shall issue to each holder of Disallowed Options a Replacement Option for a number of shares of Parent Common Stock equal to the number of Company shares that would have been issuable under the Disallowed Option multiplied by the Exchange Ratio. The Replacement Options, if any, shall have the same vesting schedule as the Disallowed Options and shall have an exercise price equal to the Closing Price.
Replacement Options. Parent shall (upon completion of the Share Exchange) replace each outstanding Option with an option to purchase Parent Common Shares (the "Replacement Options") with the same vesting dates of each such Option for a number of Parent Common Shares equal to the number of Shares issuable pursuant to such Option, at an exercise price equal to the exercise price of such Option prior to the Closing. As soon as practicable after the Closing Date, Parent shall deliver to each Option holder appropriate notice or substitution agreements setting forth Option holder's rights pursuant hereto.