Replacement Option Clause Samples

Replacement Option. Within ten (10) days of receipt of Replacement from Depositor, DSI will send a letter to Preferred Registrant stating that Depositor requests to replace existing Deposit Material, and DSI will include a copy of the new Exhibit B(s) listing the new Deposit Material. Preferred Registrant has twenty (20) days from the mailing of such letter by DSI to instruct DSI to retain the existing Deposit Material held by DSI, and if so instructed, DSI will change the Replacement to a Supplemental. Conversion to Supplemental may cause an additional storage unit fee as specified by DSI's Fee and Services Schedule. If Preferred Registrant does not instruct DSI to retain the existing Deposit Material, DSI shall permit such Deposit Material to be replaced with the Replacement. Within ten (10) days of acceptance of the Replacement by DSI, DSI shall issue a copy of the executed Exhibit B(s) to Depositor and Preferred Registrant. DSI will either destroy or return to Depositor all Deposit Material replaced by the Replacement.

Replacement Option. In the manner described hereunder, the Partnership hereby agrees to grant a replacement unit option ("Replacement Unit Option") under the Unit Option Plan contingent upon (a) the consummation of the Merger, (b) the approval of the Unit Option Plan by a majority of the unitholders of the Partnership, and (c) the Optionee's continued service as a director of Homes until immediately prior to the Effective Time and Optionee's agreement to serve as a director of the Partnership's general partner after the Effective Time. Specifically, as a replacement of the Canceled Stock Option, on an aggregate basis, the Partnership shall issue to Optionee a Replacement Unit Option to purchase the number of Class A Units of the Partnership equal to the product of the "Conversion Ratio" (as defined in the Merger Agreement) multiplied by the aggregate number of shares of Homes common stock that are subject to the Canceled Stock Option. The exercise price per unit of the Replacement Unit Option shall be equal to the exercise price per share of the Canceled Stock Option divided by the Conversion Ratio. In the event that the grant of the Replacement Unit Option would result in an option to acquire a fractional Class A Unit, such fractional Class A Unit shall not be issued, and the aggregate exercise price for the Replacement Unit Option shall be reduced by the proportionate amount of the aggregate exercise price attributable to the fractional Class A Unit. The Replacement Unit Option shall be exercisable in accordance with the same vesting dates and expiration date as exist under the Canceled Stock Option, disregarding acceleration of such dates attributable to the Merger. Thus, the Replacement Unit Option shall have an expiration date of ten years from the date of grant of the Canceled Stock Option, and shall be exercisable in 18 equal and successive monthly installments over the Optionee's period of service as a member of the Board of Directors of Homes or the Managing Partner or as an employee of Homes or the Partnership, with the first installment to commence upon the completion of six months of service measured from the date of grant of the Canceled Stock Option. However, unless as otherwise provided herein, the benefits, rights, and features of the Replacement Unit Option shall be governed by the terms and conditions of the Unit Option Plan. New unit option agreements granting the Replacement Unit Option under the Unit Option Plan shall be distributed to the Optionee as soo...

Replacement Option. Replacement Option 1 will apply on and from the date of this Agreement, except that Party A may at any time elect for Replacement Option 2 or Replacement Option 3 to apply (or for Replacement Option 1 to apply if Replacement Option 2 or Replacement Option 3 applies at such time) (the ''New Replacement Option'') on and from a particular date (the “Option Change Effective Date”), in which case the New Replacement Option shall apply on and from the Option Change Effective Date provided the following conditions have been met: (a) Party A is not a Defaulting Party or an Affected Party under this Agreement at such time; (b) Party A has given at least one London Business Day’s notice to the Security Trustee and to S&P specifying that it wishes to elect for the New Replacement Option to apply on and from the Option Change Effective Date; (c) such election would not result in Party A ceasing to have the Subsequent S&P Required Rating (as if the New Replacement Option applied at such time); and (d) such Option Change Effective Date occurs before any Initial Remedy Period or Subsequent Remedy Period has expired (disregarding limb (ii) of the definitions of Initial Remedy Period and Subsequent Remedy Period for the purpose of calculating such Initial Remedy Period or Subsequent Remedy Period).

Replacement Option. Upon an exercise of the Option, in whole or in part, at any time, the Grantee shall be entitled to receive a replacement Option covering such number of shares of Common Stock, at such exercise price per share and upon such terms and conditions as the Committee may, in its sole discretion, establish in any policy or program adopted from time to time by the Committee. The Committee may, in its sole discretion, amend, modify or terminate at any time any such policy or program. Unless otherwise provided by the Committee, if any such policy or program is amended or modified, such policy or program shall be deemed to become part of this Grant Letter as so amended or modified without further action by the Company or the Grantee. The Committee may specify in any such policy or program that the grant of any such replacement Option may be automatic upon an exercise of the Option complying with the terms and conditions of the policy or program.

Replacement Option. (a) Upon the sale of the Ship (or a Total Loss of a Ship) the Borrower may, subject to no Event of Default having occurred and being continuing and subject to the Intercreditor Agreement, elect to retain the proceeds of such sale (or Total Loss) for the purpose of re-investing such amount in another vessel approved by the Security Trustee on behalf of the Lenders being a vessel with a market value at least equal to the re-invested amount. (b) In such case, and prior to completion of the relevant sale of a Ship (or receipt of Total Loss proceeds) the Borrower shall constitute in favour of the Security Trustee a Security over such sale (or Total Loss) proceeds in agreed form and provide the Security Trustee with such ancillary evidence, Authorisation and other documents as the Security Trustee may require. (c) The funds so deposited will stand as security for the Loan and the Discount Premium Amount and other moneys under this Agreement but may be released from such Security upon the purchase by the Borrower of a ship approved by the Security Trustee (on behalf of the Lenders) in its absolute discretion, and on the basis that forthwith upon the completion of such purchase the new ship will be subject to a Mortgage and Insurance Assignment as security for the Loan and the Discount Premium Amount, and the Borrower will have provided to the Security Trustee such documents, Authorisation and evidence similar to the requirements set forth in Schedule 2 as the Security Trustee may (in its absolute discretion) require. Upon completion of such purchase the Borrower and the Guarantors will enter into such supplementary documentation as the Agent may require to incorporate the new vessel into the term of this Agreement. (d) If the Borrower does not use the relevant sale (or Total Loss) proceeds within 6 months of receipt or, if earlier, prior to the Termination Date then the relevant proceeds shall be applied in prepayment of the Loan and the Discount Premium Amount by the Lenders at any time thereafter and in accordance with the Intercreditor Agreement.

Replacement Option. At Our option, We may replace Your covered product with a new or refurbished product of like kind and quality if We are unable to repair Your product, or where the cost for repair may exceed the current retail replacement value of Your covered product. The price of the replacement product shall not exceed the retail purchase price of the original covered product. The new product replacement will automatically be considered as covered property under this Contract, except where You opt to cancel Your Contract, in such case We will proceed as stated in the Cancellation section of this document. If We replace Your covered product, the original product will become Our property. PARTS NON-AVAILABILITY: In the event that replacement parts needed for repair cannot be attained within a period of thirty (30) days, We will proceed as stated in the “REPLACEMENT OPTION” section of this contract. In neither event shall the retailer and/or provider be liable for any damages as a result of the unavailability of replacement parts.

Replacement Option. Subject to clause 10.4, if any part of the Services infringe, or we reasonably believe they may infringe, Intellectual Property Rights, we may, at our own expense and option: (i) procure the right for you to continue use of such Services; (ii) replace or modify such Services so that they become non-infringing without material loss of functionality; or (iii) if (i) and (ii) are not feasible, terminate this Agreement and refund to you a pro-rata portion of any prepaid and unused fees for the Services covering the period following the effective date of termination.

Replacement Option. On the Effective Date or as soon as administratively practicable thereafter (the "Cancellation Date"), the Stock Option Committee of the Board shall (i) cancel the outstanding stock options held by the Executive to purchase 104,178 shares of Common Stock under the 1996 Stock Option Plan and (ii) immediately grant to the Executive an option under the 1996 Stock Option Plan to purchase 104,178 shares of the Parent's Common Stock (the "Replacement Option"). The Replacement Option shall have an exercise price equal to the fair market value (as defined in the 1996 Stock Option Plan) of the Common Stock on the date the Replacement Option grant is made, have the same exercise conditions (including methods of exercise) as the cancelled stock options and expire on the tenth anniversary of the Cancellation Date. The Executive hereby expressly consents to the aforementioned cancellation of the 104,178 stock options pursuant to this Section 6(b). To the extent that there is an insufficient number of shares of Common Stock available for awards granted under the 1996 Stock Option Plan and the Parent has not obtained stockholder approval of an amendment to the 1996 Stock Option Plan to increase the number of shares of Common Stock available for awards granted thereunder, the Replacement Option shall be conditioned upon the Parent obtaining stockholder approval of such an amendment. The Parent undertakes to propose, and recommend that the stockholders of the Parent approve, an amendment to the 1996 Stock Option Plan to increase the number of shares of Common Stock available for awards granted under the 1996 Stock Option Plan at the next annual stockholder meeting of the Parent, which is to be held not later than June 15, 2001. Alpine, the majority stockholder of the Parent, will confirm in writing to the Parent that it would vote in favor of such an amendment.

Replacement Option. Upon receipt of evidence reasonably satisfactory to Epic of the loss, theft, destruction or mutilation of this Option and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to UAH and/or Epic, or, in the case of any such mutilation, upon surrender and cancellation of such Option, Epic (Holder shall pay all reasonable expense of new Option), shall execute and deliver, in lieu thereof, a new Option of like data and terms.