Cash-Out Options. For employees hired before July 1, 2007, the maximum cash payment shall be set at $996 per month for employees who do not elect a medical, dental, and/or vision plan. For employees hired on or after July 1, 2007, each employee shall be required to select a medical plan and the cash payment shall be limited to the minimum required by law (if any).
Cash-Out Options. At the Effective Time, each option (and any stock appreciation rights associated therewith) to purchase a share of Company Common Stock that would in accordance with its terms expire no later than December 31, 2008 (a “Cash-Out Option” and, collectively, the “Cash-Out Options”) outstanding and unexercised as of the Effective Time granted pursuant to the Amended and Restated 2003 Equity Incentive Plan, the 1996 Equity Incentive Plan, as amended, the Amended and Restated Banknorth Group, Inc. 1995 Stock Option Plan for Non-Employee Directors and any other equity-based plans or agreements of or with the Company or any of its Subsidiaries providing for the granting of options with respect to Company Common Stock (collectively, the “Company Stock Option Plans”) shall vest and be converted into the right to receive at the Effective Time the product of (i) the excess (rounded to the nearest $0.01), if any, of (A) the Merger Consideration over (B) the exercise price per share of Company Common Stock subject to such Cash-Out Option and (ii) the number of shares of Company Common Stock subject to such Cash-Out Option. All payments made pursuant to this Section 2.03(a)(i) shall be reduced by all withholding taxes required by law to be withheld.
Cash-Out Options. Subject to the terms and conditions of this Agreement (including Section 2.8), at the Effective Time, by virtue of the First Merger and without any action on the part of the holder thereof, each In-the-Money Company Option, which is (i) a Vested Company Option as of immediately prior to the Effective Time and (ii) is not an Assumed Option (each, a “Cash-Out Option”) shall be cancelled and extinguished and automatically converted into the right to receive, for each share of Company Common Stock for which such Cash-Out Option was exercisable an amount of cash equal to (A) the Per Share Common Amount, minus (B) the per share exercise price of such Cash-Out Option.
Cash-Out Options. For the purpose of determining a Clergyperson's Accrued Benefit, the Plan shall disregard Years of Service for Participation performed by such Clergyperson with respect to which he/she has received a distribution ("cash-out") of the present value of his/her entire nonforfeitable vested benefit, provided that such distribution is made on termination of his/her participation in the Plan.
(a) Under no circumstances shall there be a duplication of benefits upon reentry into the Plan.
Cash-Out Options. Each Cash-Out Option that is issued and outstanding as of immediately prior to the Effective Time shall automatically, and without further action by the Company, any Option Holder or any other person, be canceled and converted into the right to receive for each Common Share previously subject to the Cash-Out Option:
(A) (1) cash in an amount equal to the excess of the Per Share Cash Merger Consideration over the Exercise Price, and (2) the Per Share Stock Merger Consideration which Per Share Stock Merger Consideration shall be subject to the transfer restrictions set forth in the Transfer Restriction Agreement (the payment under this clause (A), the “Closing Option Payment”); and
(B) if and when payable in respect of such Cash-Out Option in accordance with Section 2.8, the Per Share Earn-Out Payment.
Cash-Out Options. Coincident with (A) the Surviving Company’s next regularly scheduled payroll cycle after the Closing Date and through the Surviving Company’s payroll system, with respect to each Employee Option, the Estimated Cash to Shares Consideration Ratio of each Company Option, rounded down to the nearest full share, shall be automatically converted into the right to receive (without interest) with respect to each share of Company Common Stock subject to such portion of the Company Option, a cash payment equal to the Cash Portion Per Company Option (as defined below), subject to applicable withholding, and (B) the Closing and through the Surviving Company’s accounts payable system, with respect to each Non-Employee Option, the Estimated Cash to Shares Consideration Ratio of each Company Option, rounded down to the nearest full share, shall be automatically converted into the right to receive (without interest) with respect to each share of Company Common Stock subject to such portion of the Company Option, a cash payment equal to the Cash Portion Per Company Option.
Cash-Out Options. The Company shall have cashed out or otherwise required the exercise of Company Options held by each Person holding a Company Option who is no longer employed by the Company as of immediately prior to the Effective Time; provided, however, that the Company shall not have required any such Company Options to be exercised to the extent it shall result in the failure of the Company’s representation in Section 3.2(d) to be true as of the Effective Time.
Cash-Out Options. (i) At the Effective Time, each issued and outstanding Cash-Out Option that is held by a Key Employee will be automatically cancelled and extinguished, and in exchange therefor, the holder of such cancelled Option shall be entitled to receive, without interest, but subject to deductions and other income or employment tax withholding as required by Applicable Law, an amount in cash equal to the product of (A) the number of shares subject to the vested portion of such Cash-Out Option (each such vested portion of such Cash-Out Option, a “Vested Key Employee Cash-Out Option”) (for the avoidance of doubt, taking into account any acceleration of such Options as of immediately prior to the Effective Time) multiplied by (B) the Per Share Participating Consideration, less the exercise price per share of Company Common Stock previously subject to such Cash-Out Option (the “Key Employee Cash-Out Option Consideration”). Any other Cash-Out Options held by Key Employees that are not Vested Key Employee Cash-Out Options (the “Key Employee Non-Cash-Out Options”) will be automatically cancelled and extinguished at the Effective Time and no consideration shall be delivered in exchange therefor.
Cash-Out Options. (i) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or of any Securityholder, each Option that is outstanding immediately prior to the Effective Time that is vested or that will become vested upon the occurrence of the Effective Time (each, a "Vested Option"), and each unvested Option that is outstanding immediately prior to the Effective Time that has not been designated by Parent as a Rollover Option in accordance with Section 1.03(b) (each Option covered by this Section 1.03(a) including all Vested Options, a "Cash-Out Option") shall automatically be canceled and extinguished, no longer be outstanding and cease to represent the right to acquire shares of Common Stock, and in consideration therefor, the holder thereof shall be entitled to receive an amount in cash, without interest, equal to the Option Consideration.
(ii) The Closing Option Consideration payable to the holders of Cash-Out Options shall be paid at or as promptly as practicable following the Effective Time, and any remaining portion of the Option Consideration payable to the holders of Cash-Out Options after the Closing shall be paid to the Surviving Company for payment to holders of Cash-Out Options by the Surviving Company as promptly as practicable following each such time as any such remaining portion of the Option Consideration is received by the Surviving Company for payment to such holders.
Cash-Out Options. To the Company, by wire transfer of immediately available funds (to the account or accounts designated in writing by the Company no later than two (2) Business Days prior to the Closing Date), the aggregate amount which is payable at the Closing in respect of the Cash Out Options as provided in Section 2.08(a). The Surviving Corporation shall deliver to each holder of an Cash Out Option the amount to which such holder is entitled as provided in Section 2.08(a) as promptly as practicable after the Effective Time (but in no event later than the close of business on the fifth (5th) Business Day immediately succeeding the Closing Date).
