Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.
Cancellation of Options. (i) At the Closing, by virtue of the Closing and without any action on the part of the Company or any Optionholder, each outstanding Cash Out Option shall be deemed cancelled and each Optionholder shall receive (in respect of any Cash Out Option held) from the Company pursuant to Section 2(f)(ii) below, in exchange for such cancellation (A) a single lump sum cash payment equal to such Optionholder’s Allocable Portion of the Distribution Amount less the aggregate Exercise Price for each such Cash Out Option held by such Optionholder (with respect to each Optionholder, the “Option Cancellation Payment”) and (B) the right to receive such Optionholder’s Allocable Portion of any additional Purchase Price or payments pursuant to Section 2(e)(vii), Section 2(e)(viii), Section 2(g)(ii) or Section 6(d). Each Specified Option shall fully vest and become exercisable immediately prior to the Closing (with any Shares issued in connection with the exercise of a Specified Option treated in accordance with Section 2(a)). To the extent a Specified Option is not exercised in full prior to the Closing, such Specified Option shall terminate and be cancelled for no consideration by virtue of the Closing and without any action on the part of the Company or any Optionholder.
(ii) Each Optionholder shall receive with respect to each Cash Out Option, and Buyer shall cause the Company to pay through the Company’s payroll system, (x) promptly after the Closing, such Optionholder’s Option Cancellation Payment and (y) promptly after the Company has received each such amount, the amounts, if any, to which such Optionholder is entitled pursuant to Section 2(e)(vii), Section 2(e)(viii), Section 2(g)(ii), and Section 6(d); provided, however, that the Company shall deduct and withhold, or cause to be deducted and withheld, from such Option Cancellation Payment and the payments, if any, to be made pursuant to Section 2(e)(vii), Section 2(e)(viii), Section 2(g)(ii), and Section 6(d) such amounts as are required to be deducted and withheld with respect to such payments, in each case under the Code, or any provision of applicable U.S. federal, state, local or foreign Tax Laws, including the employee’s share of FICA taxes and any applicable state, local or foreign payroll Taxes normally imposed on an employee with respect to compensation. To the extent that such amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having...
Cancellation of Options. On the Effective Date, the Executive shall forfeit the Share Award and such Share Award shall be deemed cancelled and of no further force or effect.
Cancellation of Options. In the event Participant’s services to the Company have been terminated for “Cause”, Participant will immediately forfeit all rights to this Option. The determination by the Board that termination was for Cause will be final and conclusive. In making its determination, the Board will give Participant an opportunity to appear and be heard at a hearing before the full Board and present evidence on the Participant's behalf.
Cancellation of Options. The Committee, in its discretion, may, with the consent of any optionee, cancel any outstanding option hereunder.
Cancellation of Options. By giving written notice to the Optionee, the Committee in its sole discretion may cancel this Option, in whole or in part, in either of the following circumstances: (i) where Optionee's employment has been terminated for cause; (ii) where Optionee enters into competition with the Company; or (iii) upon failure of Optionee to achieve performance related goals and objectives agreed in advance by Optionee and the Company.
Cancellation of Options. The Employee hereby surrenders the Cancelled Options for cancellation, and the Company hereby accepts such surrender and cancellation. By execution of this Agreement, the parties have taken all steps necessary to cancel the Cancelled Options.
Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Optionholder hereby agrees that the Option Agreements and the Options granted thereunder, shall be cancelled, terminated, and of no further force or effect, effective on the Cancellation Date, and neither the Company nor the Optionholder shall have any further rights or obligations with respect to the Options, the Option Agreements, or with respect to any common stock of the Company that could have been purchased upon exercise of the Options under the Option Agreements.
Cancellation of Options. At the Effective Time, each then outstanding option (the "Options") to purchase or acquire shares of Company Common Stock, whether or not issued under the Company's 2000 Omnibus Stock Incentive Plan (the "Stock Option Plan"), and whether or not then exercisable or vested, shall be canceled and as to any such Options which are according to their terms vested and exercisable as of the Effective Time ("Vested Option"), the cancellation of such Vested Options shall represent the right to receive the following consideration in settlement thereof: for each share of Company Common Stock subject to such Vested Option an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Vested Option to the extent such difference is a positive number (such amount in cash as described above being hereinafter referred to as the "Option Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter.
Cancellation of Options. All Options outstanding as of the date hereof (other than Excluded Options, as to which CSBI's obligations are not conditioned) shall have been cancelled prior to the Effective Time. The number of Options for which Eldorado shall have paid (or shall be liable to pay) consideration to so cancel (whether or not equal to the Option Cancellation Payment) shall have related to not more than an aggregate of 314,233 shares of Common Stock less the number of shares (if any) issued as described in clause (b) of Section 6.2.3 and less the number of shares subject to Excluded Options, and Eldorado shall not have paid (or become liable to pay) more than the applicable Option Cancellation Payment for the cancellation of any such Option. As of the Effective Time, there shall be outstanding or in force and effect no Option (other than Excluded Options, as to which CSBI's obligations are not conditioned) or other option, warrant, call, right or agreement that obligates Eldorado to issue, deliver or sell, or cause to be issued, delivered or sold, any share of capital stock or other securities of Eldorado, or that obligates Eldorado to grant, extend or enter into any such option, warrant, call, right or agreement.
