Common use of Cancellation Payment Clause in Contracts

Cancellation Payment. In the event that any person or entity other than BancTrust or any affiliate of BancTrust (as such term is defined in Rule 13e-3 promulgated under the 1934 Act) (a) consummates a xxxxxx offer, as determined by the precedent construing Sections 14(c) and 14(d) of the 1934 Act, for more than 20% and not more than 25% of the outstanding shares of South Alabama, (b) commences a tender offer for 25% or more of the outstanding shares of South Alabama, or (c) enters into any agreement with South Alabama to engage in an Acquisition Transaction in which the Common Stock would be convertible into or exchangeable for securities or assets of another entity or cash, BancTrust, at its election and subject to any required regulatory approvals, shall be entitled to receive, in consideration for the cancellation of the Stock Option, an amount in cash (the "Cancellation Payment") equal to (i) the excess, if any of (A) the highest price or consideration paid by such third party for any shares so acquired less (B) the Exercise Price, multiplied by (ii) 1,696,782 shares, less the number of shares (if any) that have previously been purchased upon exercise of the Stock Option, or, at the option of BancTrust, such lesser amount, if any, as may be paid by South Alabama without being required to obtain any prior regulatory approval from or to make any filing with the regulatory agency with respect to South Alabama's purchase of its equity securities. The Cancellation Payment shall be made within three (3) business days of BancTrust's election to receive the Cancellation Payment by certified or official bank check or wire transfer of same day funds to such account as BancTrust shall designate.

Cancellation Payment. In the event that any person or entity other than BancTrust South Alabama or any affiliate of BancTrust South Alabama (as such term is defined in Rule 13e-3 promulgated under the 1934 Act) (a) consummates a xxxxxx x xxxxxr offer, as determined by the precedent construing Sections 14(c) and 14(d) of the B-3 1934 Act, for more than 20% and not more than 25% of the outstanding shares of South AlabamaBancTrust, (b) commences a tender offer for 25% or more of the outstanding shares of South AlabamaBancTrust, or (c) enters into any agreement with South Alabama BancTrust to engage in an Acquisition Transaction in which the Common Stock would be convertible into or exchangeable for securities or assets of another entity or cash, BancTrustSouth Alabama, at its election and subject to any required regulatory approvals, shall be entitled to receive, in consideration for the cancellation of the Stock Option, an amount in cash (the "Cancellation Payment") equal to (i) the excess, if any of (A) the highest price or consideration paid by such third party for any shares so acquired less (B) the Exercise Price, multiplied by (ii) 1,696,782 1,024,479 shares, less the number of shares (if any) that have previously been purchased upon exercise of the Stock Option, or, at the option of BancTrustSouth Alabama, such lesser amount, if any, as may be paid by South Alabama BancTrust without being required to obtain any prior regulatory approval from or to make any filing with the regulatory agency with respect to South AlabamaBancTrust's purchase of its equity securities. The Cancellation Payment shall be made within three (3) business days of BancTrustSouth Alabama's election to receive the Cancellation Payment by certified or official bank check or wire transfer of same day funds to such account as BancTrust South Alabama shall designate.