Common use of Substitution of Options Clause in Contracts

Substitution of Options. Subject to and conditioned upon the Scheme becoming effective: (a) Optionee agrees that the Company Option will be cancelled and of no further force and effect at the Effective Time subject to and in exchange for the grant of the Xyratex Ltd Option, which shall be effective at the Effective Time. Optionee agrees to surrender the Company Option Agreement to the Company for cancellation against receipt of an option agreement substantially in the form attached as Exhibit B (the "Xyratex Ltd Option Agreement") signed by Xyratex Ltd representing the Xyratex Ltd Option. (b) Xyratex Ltd agrees to grant the Xyratex Ltd Option, effective at the Effective Time, and to execute and cause the Company to deliver to Optionee the Xyratex Ltd Option Agreement against receipt by the Company of the Company Option Agreement. (c) Optionee agrees that, so long as Xyratex Ltd has taken the corporate action necessary under the Xyratex Ltd Plan to grant the Xyratex Ltd Option, (i) from and after the Effective Time the Company Option may no longer be exercised and neither the Company nor any other person shall have any obligation to sell and deliver, or any liability for the failure to sell and deliver, any A Shares or other shares of the Company to Optionee on any purported exercise of the Company Option after the Effective Time, notwithstanding that Optionee has not yet surrendered the Company Option Agreement and received the Xyratex Ltd Option, and (ii) any such purported exercise of the Company Option after the Effective Time shall be deemed the exercise of the Xyratex Ltd Option. (d) The parties agree that the Company Option Agreement and any contractual arrangement existing between or among the parties by reason of the Company Option Agreement or the Company Plan are deemed to be amended by this Agreement and that, in the event of any conflict between this Agreement and the Company Option Agreement or any such contractual arrangement, this Agreement shall control.