Cash-Out of Option. The Committee may elect to cash out all or a portion of the Option to be exercised pursuant to any method of exercise by paying the Optionee an amount in cash or Common Stock, or both, equal to the Fair Market Value of the shares of Common Stock on the exercise date less the Xxxxx Xxxxx for such shares.
Cash-Out of Option. The Board may, in its discretion, determine that upon a Change in Control the Option shall be canceled in exchange for payment with respect to each vested share of Stock subject to such Option immediately prior to its cancellation in (a) cash, (b) stock of the Company or the Acquiror or (c) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under the Option (subject to any required tax withholding). Such payment shall be made as soon as practicable following the Change in Control.
Cash-Out of Option. The Company, acting through the Compensation Committee of the Board of Directors, shall have the right in connection with any exercise of the Option by the Optionee (which exercise shall be evidenced by a written notice delivered by the Optionee to the Company specifying the amount and manner of exercise in accordance with Section 4.3 hereof), to cash out all or part of the portion of the shares of Stock for which the Stock Option is being exercised by paying the Optionee an amount in cash equal to the excess of the fair market value of the Stock, determined as of the date of exercise of the Option, over the option exercise price times the number of shares of Stock for which the Option is being exercised on such exercise date (the “Cash Out Right”). In the event that the Compensation Committee of the Board of Directors does not exercise in whole the Cash Out Right within one business day of receipt of such notice of exercise of the Option, then the Option (or portion thereof) shall have been exercised in the amount and manner specified in such notice.
Cash-Out of Option. On receipt of written notice of exercise of an Option at any time prior to a Change in Control, the Board may elect, at any time, to cash-out all or any portion of the Option, provided such action would not violate Code Section 409A, by paying to the Participant an amount, in cash, equal to the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Option Price, multiplied by the number of shares of Common Stock subject to the Option elected to be cashed-out by the Board. The Board may elect to cash-out all or any portion of an outstanding Option at any other time, using the same formula as described above for determining the consideration to be paid, regardless of any exercise notice or Change in Control. Cash-outs relating to Options held by Participants who are actually or potentially subject to Section l6 of the Exchange Act shall comply with Rule 16b-3, to the extent applicable. The Board may elect to offset against any cash-out payment under this Section 6.8 any amounts outstanding under any indebtedness or obligations owed by the Participant to the Company or its Affiliates.
Cash-Out of Option. On receipt of written notice of exercise of an Option at any time prior to a Change in Control, the Committee may elect, at any time, in lieu of issuing Common Stock to cash-out all or any portion of the Option, provided such action would not violate Section 409A of the Code, by paying to the Participant an amount, in cash, equal to the excess of the Fair Market Value of a share of Common Stock, as of the date of exercise, over the Option Price, multiplied by the number of shares of Common Stock subject to the Option elected to be cashed-out by the Committee. The Committee may elect to cash-out all or any portion of an outstanding Option at any other time, using the same formula as described above for determining the consideration to be paid, regardless of any exercise notice or Change in Control. Cash-outs relating to Options held by Participants who are actually or potentially subject to Section 16 of the Exchange Act shall comply with Rule 16b-3, to the extent applicable. The Committee may elect to offset against any cash-out payment under this Section 6.8 any amounts outstanding under any indebtedness or obligations owed by the Participant to the Company or any Affiliate.
Cash-Out of Option. On receipt of written notice of exercise of an Option at any time prior to a Change in Control, the Board may elect, at any time, to cash-out all or any portion of the Option by paying to the Participant an amount, in cash, equal to the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Option Price, multiplied by the number of shares of Common Stock subject to the Option elected to be cashed-out by the Board. Cash-outs relating to Options held by Participants who are actually or potentially subject to Section 16 of the Exchange Act shall comply with Rule 16b-3, to the extent applicable.
Cash-Out of Option. With respect to any Options which are subject to the restrictions set forth in Clause 7(g), and notwithstanding any provision of the Scheme to the contrary, to the extent the Option Conversion Committee reasonably determines (which it shall do in good faith) that it is necessary or advisable to cancel one or more such Options (the “Cashout Options”) in order to minimize the risk that the transactions contemplated by the Chiquita Transaction Agreement would constitute either (i) a “Change of Control” (as defined under the Indenture, dated as of February 5, 2013, among Chiquita Brands International, Inc., Chiquita Brands L.L.C., Wells Fargo Bank, N.A. and other parties thereto (the “Chiquita Indenture”)) for purposes of the Chiquita Indenture or (ii) a “Change in Control” (as defined in the Chiquita Stock and Incentive Plan (adopted March 19, 2002, as amended through March 31, 2010) for purposes of such Chiquita Stock and Incentive Plan, then the Compensation Committee shall, at the direction of the Option Conversion Committee, cause the Cashout Options to be cancelled immediately prior to the Combination and, in exchange, the holder of any such cancelled Cashout Option shall receive, with respect to each Scheme Share that was issuable pursuant to such Cashout Option, an amount in cash from the Company equal to the excess (if any) of (x) the value of the underlying Scheme Share immediately prior to the Combination and (y) the exercise price payable pursuant to such Cashout Option for that Scheme Share, less (z) applicable taxes (the “Option Cashout Payment”). For the avoidance of doubt and notwithstanding anything in the Scheme to the contrary, to the extent the exercise price of a Cashout Option is greater than or equal to the value of an underlying Scheme Share at the Effective Time, such Cashout Option may be cancelled without any consideration pursuant to this Clause 14(e). The Option Cashout Payment, if any, shall be payable as soon as reasonably practical following the Combination.
Cash-Out of Option. (a) At any time during the period beginning September 30,, 2014, and ending on the earlier of June 30, 2017, or such date as the Option may terminate pursuant to Section 8 below (the “Put Period”), CNB may elect to require INTS to repurchase the Option (the “Put”) by delivering written notice (the “Put Notice”) of such election to INTS.
