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. SAMPLE Should We choose to replace the failed or damaged Insured Product because either We are unable to repair it, or the repair cost exceeds the current retail replacement value of the Insured Product, We, at Our option, will either:
Replacement Options. Should We choose to replace Your failed or damaged Covered Device because either We are unable to repair it, the repair cost exceeds the current retail replacement value of Your Covered Device, or Your Service Contract is a device replacement only plan, We, at our option, will either:
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. Whitney will assume the rights and obligations of Citizens pursuant to the stock options outstanding immediately prior to the Effective Date under its 1993 Stock Option Plan (a "1993 Plan Option") and its 1994 Stock Option Plan (a "1994 Stock Option", and each such stock option existing immediately prior to the Effective Date called an "Existing Stock Option" and each such assumed stock option existing immediately after the Effective Date called an "Replacement Option" and the 1993 Stock Option Plan and 1994 Stock Option Plan are collectively referred to as the "Option Plans"). The terms of such assumption shall be as follows:
(i) Under the Replacement Option, the optionee shall have the right to purchase the number of whole shares of Whitney Common Stock equal to the product obtained by multiplying the number of shares of Citizens Common Stock subject to such option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole number of shares of Whitney Common Stock, and the per share exercise price for the shares of Whitney Common Stock issuable upon the exercise of such assumed options shall be equal to the quotient obtained by dividing the exercise price per share of Citizens Common Stock specified under the plan or agreement immediately prior to the Effective Time by the Exchange Ratio, rounding the resulting exercise price down to the nearest whole cent.
(ii) The Replacement Option shall not give the optionee additional benefits which he did not have under the Existing Stock Option.
(iii) No later than the Effective Time, Whitney shall reserve for issuance the number of shares of Whitney Common Stock that will become issuable upon the exercise of the Replacement Options.
(iv) Each Replacement Option shall constitute a continuation of the Existing Stock Option substituting (where applicable) Whitney for Citizens and employment by Whitney or any of its subsidiaries for employment by Citizens or any of its subsidiaries. Notwithstanding the foregoing, as to a 1993 Plan Option, the terms of any Replacement Option shall be such that the substitution of the Replacement Option for the Existing Stock Option would not constitute a modification of the Existing Stock Option within the meaning of Section 425(h)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations promulgated thereunder, if such apply to the Existing Stock Option.
(v) As soon as practicable after the Effective Time, Whitney shall execu...
Replacement Options. FENB shall have provided a disclosure and notice to each holder of a Continuing FENB Option as to the Replacement Options and the terms thereof and notified them of their right to exercise prior to the Effective Time in accordance with Section 6.1.1(xii) hereof.
Replacement Options. Executive shall not be entitled to receive replacement options upon exercising any of the Stock Options granted pursuant to this Section 6.
Replacement Options. A Stock Option Agreement between OIS and each of the MediVision Employees in form and substance reasonably satisfactory to OIS.
Replacement Options. This Replacement Option shall be exercisable under the Plan in accordance with the terms of the Replacement Option Award agreement, the terms of which shall govern in the event of any conflict with the provisions of the Plan. In addition, any provision of the Plan that would provide an additional benefit (within the meaning of section 424(a)(2) of the Code and the Treasury Regulations thereunder) shall not apply to the Replacement Option.
Replacement Options. Effective as of immediately after the Merger Date, the CEO shall grant Replacement Options to each Wxxxxxxx Grantee, on the following terms and conditions:
