The Board of Directors of Apex has, as of the date of this Agreement, determined (i) that the Apex Merger is fair to and in the best interests of Apex and its shareholders, and (ii) to recommend that the shareholders of Apex approve and adopt this Agreement and approve the Apex Merger.
Specifically, immediately prior to the closing of the Apex Merger (as defined in such Agreement and Plan of Reorganization), your entire option grant (all 75,000 shares) will become fully vested and immediately available for exercise.
The term of employment of the Employee by the Employer shall be for the period beginning immediately prior to the closing of the Apex Merger (as described in the Reorganization Agreement) on July 1, 2000, and ending on December 31, 2004, unless terminated earlier pursuant to this Section 2.
Apex Merger Sub, Inc., a Delaware corporation and a newly-formed, wholly-owned subsidiary of the Buyer ("Newco"), and Apex Site Management Holdings, Inc., a Delaware corporation ("Holdings").
Subject to Sections 5.2(c) and 5.2(d), Apex will use its commercially reasonable best efforts (as defined in Section 8.3) to solicit from its shareholders, proxies in favor of the adoption and approval of this Agreement and the approval of the Apex Merger.