Common use of Option to Pay Cash Clause in Contracts

Option to Pay Cash. Notwithstanding anything contained to the contrary in Section 3.3 or 3.5, in connection with a sale by the NMP Entities pursuant to Section 3.3 or 3.5 where the consideration in such sale consists of or includes securities, if the sale of such securities to the Shareholder would require either a registration statement under the Securities Act of 1933, as amended, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act of 1933, as amended, or a similar provision of any state securities law, and such registration statement or disclosure statement is not otherwise being prepared in connection with the sale, then, at the option of the NMP Entities, the Shareholder may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board, whose determination shall be final and binding.

Option to Pay Cash. Notwithstanding anything contained to the contrary in Section 3.3 or 3.5, in connection with a sale by the NMP Entities pursuant to Section 3.3 or 3.5 where the consideration in such sale consists of or includes securities, if the sale of such securities to the Shareholder Employee would require either a registration statement under the Securities Act of 1933, as amended, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act of 1933, as amended, or a similar provision of any state securities law, and such registration statement or disclosure statement is not otherwise being prepared in connection with the sale, then, at the option of the NMP Entities, the Shareholder Employee may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board, whose determination shall be final and binding.

Option to Pay Cash. Notwithstanding anything contained to the contrary in Section 3.3 or 3.52.1, in connection with a sale by the NMP Entities pursuant to Section 3.3 or 3.5 2.1 where the consideration in such sale consists of or includes securities, if the sale of such securities to the Shareholder Award Holder would require either a registration statement under the Securities Act of 1933, as amended, or preparation of a disclosure statement pursuant to Regulation D (or any successor regulation) under the Securities Act of 1933, as amended, or a similar provision of any state securities law, and such registration statement or disclosure statement is not otherwise being prepared in connection with the sale, then, at the option of the NMP Entities, the Shareholder Award Holder may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Board, whose determination shall be final and binding.