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.
Appears in 2 contracts
Sources: Merger Agreement (Able Telcom Holding Corp), Merger Agreement (Bracknell Corp)
Replacement Options. Bracknell will use its commercially reasonable best efforts to grant options to acquire Bracknell Common Stock (the "Replacement Options"), in acknowledgement of substitution or exchange for the cancellation, waiver or other termination of existing options to acquire Able SharesStock Options, to various the directors, officers and employees of Able who hold options to acquire Able Shares as of the date hereof and its Subsidiaries listed on Schedule 4.05(a)(i)(1) and Schedule 4.05(a)(i)(2) (the "Option Recipients")) who hold Able Stock Options as of the date hereof. Bracknell The Replacement Options will grant be granted with the following terms and conditions: (i) the Replacement Options with substantially similar vesting criteria and on substantially similar economic terms shall be exercisable to purchase the number of shares of Bracknell Common Stock that the corresponding Able Stock Options were exercisable to purchase multiplied by 0.6; (having regard to the Conversion Number, ii) the exercise price of the existing options to acquire Replacement Options shall be the exercise price(s) of the corresponding Able Shares relative to Stock Options multiplied by 1.67; and (iii) the market price unexpired term and vesting schedule of the Replacement Options will be the same as that of the Able Shares at Stock Options (as if 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 hereofMerger had not taken place). 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 In the case of the Able Stock Options issued pursuant to the Able stock option plan, the Replacement Options will be issued pursuant to the terms and conditions of Bracknell's existing stock option plan. In the case of the Able Stock Options issued outside of the Able stock option plan, Bracknell may elect to grant the Replacement Options inside of Bracknell's existing stock option plan or outside of that plan.
Appears in 1 contract