Cash-Out of Options. All options and rights to acquire any capital stock of Assist other than options or warrants exercised by the Selling Shareholders immediately prior to the Closing shall have been cashed out in accordance with the Agreement to terminate options, which shall be fully executed by each holder of a cashed out option or warrant. No more than 5,061,810 options and warrants shall have been exercised by the Selling Shareholders.
Cash-Out of Options. Prior to the Effective Date, Colonial Bank shall use its best efforts to cancel its outstanding stock options at a price not to exceed the difference between the exercise price of each option and $43.36 per share.
Cash-Out of Options. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, all of the outstanding and unexercised Initial Vested Company Options that are in the money shall be cancelled and automatically converted into the right to receive (in lieu of such Initial Vested Company Option), an amount in cash (to the extent positive) per Initial Vested Company Option held by such Company Vested Optionholder equal to (i) the Per Vested Option Closing Consideration; minus (ii) the exercise price of such Initial Vested Company Option; plus (B) the contingent right to receive such Initial Vested Company Option’s portion of any Additional Payment Amount in accordance with Sections 2.7(g)(i), and its pro rata portion of the release of any escrow amount in accordance with 2.7(i) and 2.7(j) (iii) plus the contingent right to receive such vested Company Option’s portion of any Earnout Payments, all in accordance with Section 2.6 of this Agreement. All unvested Company Options shall be cancelled at the Closing for no consideration. All of the outstanding and unexercised vested Company Options which are not Initial Vested Company Options (the “Remaining Options”) shall continue to be outstanding in accordance with their terms except as modified by the Option Cancellation Agreement. Upon the Closing, each unvested Company Option and Initial Vested Company Option will be cancelled, terminated and extinguished, and upon the cancellation thereof each such Company Optionholder shall cease to have any rights with respect thereto, except for the right to receive the amount of cash as detailed above, provided that each Company Vested Optionholder shall execute prior to the Closing Date, an option cancelation agreement in the form attached hereto as Exhibit D (an “Option Cancellation Agreement”).
Cash-Out of Options. Any In-the-Money Option with respect to which a Cash-Out Election is made or deemed made shall be converted at the Effective Time into the right to receive from the Surviving Corporation (subject to any applicable withholding taxes) an amount equal to the product of (A) the excess of the Cash Merger Consideration over the exercise price per Class A Share of such In-the-Money-Option times (B) the number of Class A Shares subject to such In-the-Money-Option (the "CASH-OUT PAYMENT"), and such In-the-Money-Option shall be canceled at the Effective Time. The Cash-Out Payment shall be due, and paid at (or as soon as practicable following) the Effective Time, unless the holder of the option in question has previously elected to defer such payment in accordance with procedures set forth in the Management Equity Schedule.
Cash-Out of Options. At or prior to the Closing, Saugatuck will cause the Company to repurchase, cash out or cancel certain outstanding options as set forth on Schedule 1.5, which payments are to be made through the Company's payroll or through the Company's operating account as specified in Schedule 1.5. Payments of cash or other property (including stock of the Company) in respect of the repurchase, cash out or cancellation of such options shall, to the extent made in respect of options issued as compensation for United States federal, state or local income tax purposes, be made net of any Tax required by law to be deducted or withheld.
Cash-Out of Options. At the Effective Time, by virtue of the Amalgamation and without any action on the part of any holder thereof, the Company shall pay (with the proceeds of the capital contribution required by the last sentence of this Section 2.10), for each Option that is outstanding immediately prior to the Effective Time, to the holder thereof, an amount in cash equal to the difference between (a) the consideration per Class C Share specified in Section 2.05(a) multiplied by the number of Class C Shares subject to such Option (or by the number of Class C Shares subject to the Class C Warrant subject to such Option) and (b) the exercise price of such Option. Upon such payment therefor, such Option will no longer be outstanding, and neither the Company nor any other Person shall have any obligation with respect thereto. At the Effective Time, Parent shall make a capital contribution to the Company in an amount equal to $6,649,427.97, which the parties hereto agree is sufficient to make all payments pursuant to this Section 2.10. ARTICLE THREE
Cash-Out of Options. In the event that (i) a Change in Control is consummated before stockholder approval with respect to the Contingent Portion (as described in Section 1(a)) has been obtained and (ii) either (A) the Option is not assumed by the Company’s successor or converted to an equivalent value award upon substantially the same terms effective immediately following the Change in Control, or (B) the Participant experiences a Qualifying Termination and a portion of the assumed or substituted award continues to be a Contingent Portion at the time of the Qualifying Termination, the Committee shall cause the Company to pay the Participant, within thirty (30) days following the consummation of the Change in Control or the Qualifying Termination, as applicable, an amount in cash equal to the amount, if any, by which the aggregate Fair Market Value of the Shares as to which the Contingent Portion relates exceeds the aggregate Exercise Price for the Contingent Portion.
Cash-Out of Options. In the event that as a result of a Change in Control NAC Re common stock ceases to be traded on a national securities exchange, each of the Executive's Stock Options shall automatically be converted into the right to receive, no later than five days after the NAC Re common stock ceases to be so traded, a cash amount equal to the difference between the exercise price of each such Stock Option and the Market Value (as defined below), multiplied by the number of shares of NAC Re common stock with respect to which the Stock Option is exercisable. For purposes of this Section 6(b), Market Value means (i) in the event the Change in Control is the result of a tender offer or exchange offer, the cash and fair market value of any security or property paid for each share of NAC Re common stock in such tender offer or exchange offer, and (ii) in all other cases, the highest sale price of NAC Re common stock on the national securities exchange on which such stock is traded during the 90-day period preceding the Change in Control.
Cash-Out of Options. Subject to Section 2.10(d), each Option (other than a Rollover Option) issued and outstanding immediately prior to the Effective Time (whether or not then vested) shall cease to be outstanding and shall be converted into and exchanged, at the Effective Time, for the right to receive an amount equal to the product of (X) the aggregate number of shares of Common Stock that would be issued to the applicable Optionholder in respect of such Option if the Option were exercised multiplied by (Y) the excess, if any, of the Per Share Price over the exercise price per share of Common Stock under such Option, without any interest thereon. If an Option is not an In-the-Money Option, it shall, at the Effective Time, cease to be outstanding for no consideration in exchange therefor.
Cash-Out of Options. The Board may, in its sole discretion and without the consent of the Optionee, determine that, upon the occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to 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 such Option (the "SPREAD"). In the event such determination is made by the Board, the Spread (reduced by applicable withholding taxes, if any) shall be paid to the Optionee in respect of his canceled Options as soon as practicable following the date of the Change in Control.
