Cancellation of Options. In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.
Cancellation of Options. On the Effective Date, the Executive shall forfeit the Share Award and such Share Award shall be deemed cancelled and of no further force or effect.
Cancellation of Options. Prior to the Closing, the Company shall take all actions to provide for the cancellation, effective at the Closing, subject to the payment as provided for herein, of all Options set forth under the heading “Cancelled Options” opposite each Option Holder’s name on Exhibit A attached hereto (the “Cancelled Options”). Immediately prior to the Closing, each Cancelled Option (as set forth on Exhibit A), shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to a payment by the Company in cash, at the Closing, equal to (i) the product of (x) the total number of shares of Common Stock that would have otherwise been issuable upon the exercise of such Cancelled Option, and (y) the Per Share Equity Value, minus (ii) the aggregate exercise price payable upon exercise in full of such Cancelled Option. It shall be a condition precedent to the right of any Cancelled Option Holder to receive the consideration contemplated by the preceding sentence in respect of such Cancelled Option Holder’s Cancelled Options, that such Cancelled Option Holder execute an Option Cancellation Agreement with respect thereto, and the Company shall take all actions reasonably requested by Purchaser to provide for the execution of all Option Cancellation Agreements prior to Closing. Any payments made to the Option Holders under this Agreement, the Earn-Out Agreement and the Option Cancellation Agreements (including any amounts to be distributed from the Adjustment Escrow Account to such Option Holders) shall be subject to reduction as required by applicable federal and state withholding Laws, and all such withheld amounts shall be paid to the Company and thereafter remitted by the Company to the applicable Taxing Authorities promptly following the date of payment. The vesting schedule of all Cancelled Options shall be accelerated so that 100% of the Cancelled Options shall be vested on the Closing Date.
Cancellation of Options. In the event Participant’s services to the Company have been terminated for “Cause”, Participant will immediately forfeit all rights to this Option. The determination by the Board that termination was for Cause will be final and conclusive. In making its determination, the Board will give Participant an opportunity to appear and be heard at a hearing before the full Board and present evidence on the Participant's behalf.
Cancellation of Options. The Committee, in its discretion, may, with the consent of any optionee, cancel any outstanding option hereunder.
Cancellation of Options. By giving written notice to the Optionee, the Committee in its sole discretion may cancel this Option, in whole or in part, in either of the following circumstances: (i) where Optionee's employment has been terminated for cause; (ii) where Optionee enters into competition with the Company; or (iii) upon failure of Optionee to achieve performance related goals and objectives agreed in advance by Optionee and the Company.
Cancellation of Options. The Employee hereby surrenders the Cancelled Options for cancellation, and the Company hereby accepts such surrender and cancellation. By execution of this Agreement, the parties have taken all steps necessary to cancel the Cancelled Options.
Cancellation of Options. At the Effective Time, each then outstanding option (the "Options") to purchase or acquire shares of Company Common Stock under the Grist Mill Co. 1986 Non-Qualified Stock Option Plan, as amended (the "Stock Option Plan"), whether or not then exercisable or vested, shall be canceled and shall represent the right to receive the following consideration in settlement thereof: for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash as described above being hereinafter referred to as the "Option Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon the Funding Date (as defined below), all Options shall immediately vest and be exercisable. As used herein, the term "Funding Date" shall mean the date that funds necessary to pay for the Shares accepted for payment pursuant to the Offer have been tendered to the Paying Agent as provided for in this Agreement.
Cancellation of Options. All Options outstanding as of the date hereof (other than Excluded Options, as to which CSBI's obligations are not conditioned) shall have been cancelled prior to the Effective Time. The number of Options for which Eldorado shall have paid (or shall be liable to pay) consideration to so cancel (whether or not equal to the Option Cancellation Payment) shall have related to not more than an aggregate of 314,233 shares of Common Stock less the number of shares (if any) issued as described in clause (b) of Section 6.2.3 and less the number of shares subject to Excluded Options, and Eldorado shall not have paid (or become liable to pay) more than the applicable Option Cancellation Payment for the cancellation of any such Option. As of the Effective Time, there shall be outstanding or in force and effect no Option (other than Excluded Options, as to which CSBI's obligations are not conditioned) or other option, warrant, call, right or agreement that obligates Eldorado to issue, deliver or sell, or cause to be issued, delivered or sold, any share of capital stock or other securities of Eldorado, or that obligates Eldorado to grant, extend or enter into any such option, warrant, call, right or agreement.
Cancellation of Options. Any Option granted under the Plan may be canceled at any time with the consent of the holder and a new Option may be granted to such holder in lieu thereof.
