Exchange of Options. 4.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this Clause referred to as “the old rights”) in consideration for the grant to him of rights (in this Clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.
Exchange of Options. 4.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this Clause referred to as “the old rights”) in consideration for the grant to him of rights (in this Clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.
4.3.2 The new rights referred to in Clause 4.3.1 above shall not be regarded for the purposes of this Clause 4 as equivalent to the old rights unless the new rights are granted to the Executive by reason of his employment with the Acquiring Company or any of its 51% subsidiaries;
4.3.2.1 the total Market Value of the Shares immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and
4.3.2.2 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.
Exchange of Options. This certificate evidences the agreement between the Company and the undersigned Employee on the New Grant Date to cancel Tranche 3 of the Options granted to the Employee under the Original Agreement, in exchange for the New Tranche 3 Options (defined below) granted as of the New Grant Date to the Employee to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.
(a) [«newTranche3»] Units at $90 per Unit (the “New Tranche 3 Options” and together with the Tranche 1 Options and Tranche 2 Options under the Original Agreement, the “Options”).
Exchange of Options. Prior to the Effective Time, OCG shall cause PSI to offer, as of the Record Date, to each holder on such date of options, warrants or other rights to subscribe for or purchase OCG Common Stock (collectively, the "OCG Stock Rights"), in exchange therefor, an option, warrant or similar right to subscribe for or purchase an equivalent number of shares of stock of PSI on substantially the same terms and conditions as those contained in such corresponding OCG Stock Rights (the "Exchange Offer"). The Exchange Offer shall occur as of, and shall be conditioned upon, the Closing (as defined in Section 3.6).
Exchange of Options. 4.3.1 In the event that a Sale takes place, the Executive may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this Clause referred to as “the old rights”) in consideration for the grant to him of rights (in this Clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.
4.3.2 The new rights referred to in Clause 4.3.1 above shall not be regarded for the purposes of this Clause 4 as equivalent to the old rights unless:-
4.3.2.1 the new rights are granted to the Executive by reason of his employment with the Acquiring Company or any of its 51% subsidiaries;
4.3.2.2 at the time of the release of the old rights the requirements of part 6 of Schedule 5 are met in relation to the new rights;
4.3.2.3 at that time:
4.3.2.3.1 the independence requirement in paragraph 9 of Schedule 5 and the trading activities requirement in paragraph 13 or 14 of Schedule 5 are met in relation to the Acquiring Company;
4.3.2.3.2 the Executive is an Eligible Employee in relation to the Acquiring Company;
4.3.2.3.3 the requirements of part 2 of Schedule 5 are met in relation to the new rights; Table of Contents
4.3.2.4 the total Market Value of the Shares immediately before the release of the Executive’s old rights is substantially equivalent to the total Market Value of the shares (which are the subject of the new rights) immediately after the grant of the new rights to the Executive; and
4.3.2.5 the total amount payable by the Executive for the acquisition of shares in pursuance of the new rights is substantially equivalent to the total amount that would be payable for the acquisition of Shares in pursuance of the old rights.
Exchange of Options. In the event that a Sale takes place, the Subscriber may at any time within six months of the Sale by agreement with the Acquiring Company release his rights under the Option (in this clause referred to as “the old rights”) in consideration for the grant to him of rights (in this clause referred to as “the new rights”) which are equivalent to the old rights but relate to shares in a different company.
Exchange of Options. (a) Pursuant to the Plan of Arrangement, at the Effective Time, each Original Option will ultimately be exchanged for an Exchange Option, and thereafter the Original Options will be cancelled.
(b) The Exercise Price of each Exchange Option issued pursuant to the Plan of Arrangement will be determined pursuant to the Plan of Arrangement.
(c) The Expiry Date of an Exchange Option will be ten years after the Original Grant Date of the Original Option, subject to:
(i) any determination by the Trustees at the time of the Original Grant Date that a particular Original Option would have a shorter term; and
(ii) the provisions of section 4.3 relating to early expiry.
(d) In the event of any conflict between the Plan and the Combination Agreement, the terms of the Combination Agreement will prevail.
(e) After the Effective Time, no further grants of Exchange Options will be made under this Plan.
Exchange of Options. We do not believe that there will be a tax liability solely as a result of your tender of Eligible Options or Required Options for replacement with New Options. We do not believe that you will be subject to tax when the New Options are granted to you under the 2000 Plan.
Exchange of Options. Promptly after the Effective Date, ITEQ will notify in writing each holder of an AIX Option of the exchange of the AIX Option for an option to purchase ITEQ Common Stock in accordance with Section 1.10 hereof.
Exchange of Options. (i) Timing of exchange Where an Option is to be exchanged under this rule 3.2 the exchange will take place as soon as practicable after the relevant event.
(ii) Exchange terms Where an Optionholder is granted a new option in exchange for an existing Option, the new option:
(a) must confer a right to acquire shares in the body corporate determined by the Committee;
(b) must be equivalent to the existing Option;
(c) is treated as having been acquired at the same time as the existing Option; and
(d) is governed by the Plan as if references to Shares were references to the shares over which the new option is granted.
