Cancellation and Payment Sample Clauses

Cancellation and Payment. Upon the occurrence of an event described in the second clause of the definition of “Fundamental Change” in the Warrant Agreement (as described in the second bullet point of the definition of “Fundamental Change” in the Offering Memorandum under “Description of the Notes—Repurchase at the Option of Noteholders Upon a Fundamental Change”) that also constitutes a Merger Event, Counterparty may elect for Cancellation and Payment (Calculation Agent Determination) to apply to all or any part of the Options as of the Merger Date. Notwithstanding anything to the contrary in this Confirmation or Section 12.7(b) of the Equity Definitions, in determining any amount payable in respect of a Cancellation and Payment, the value of this Transaction shall be determined based on the volatility, expected dividend yield and stock loan rate of the Shares assuming that no Fundamental Change had occurred or been announced. If any amount is payable by Bank to Counterparty in connection with such a Cancellation and Payment, Counterparty may elect for such payment to be satisfied by the delivery one Settlement Cycle following the 30th Trading Day referred to in clause (ii) below of a number of Shares equal to (i) the amount payable in connection with the Cancellation and Payment divided by (ii) the sum of the VWAP Prices for the Shares (or, if applicable, the value of the “Units of Reference Property” (as defined in and determined in accordance with the sections of the Warrant Agreement containing the provisions described in the Offering Memorandum under “Description of the Warrants—Recapitalizations, Reclassifications and Changes to IPG Common Stock”) on each of the 30 Trading Days following the date of such Cancellation and Payment divided by 30.

Cancellation and Payment a. Option Holder hereby surrenders, cancels, and foregoes all rights under the Equity Agreement(s) in consideration of the Company’s payment to Option Holder hereunder for vested stock options to purchase 96,250 shares of the Company’s common stock for a total compensation of $60,083.33 (the “Settlement Payment”). All other non-vested awards are cancelled. b. Company agrees to pay Option Holder, less applicable tax withholding, in consideration of Option Holder’s surrender all rights under the Equity Agreement(s), Settlement Payment. c. Option Holder agrees that all rights and interests of Option Holder under the Equity Agreement(s) shall be immediately and forever cancelled effective as of the date hereof (the "Cancellation Date"). d. Company will pay the Settlement Payment to the Option Holder within three (3) business days after the Cancellation Date.

Cancellation and Payment. Notwithstanding Section 12.6(c)(ii) of the 2002 Definitions, Cancellation and Payment shall mean that the Transaction shall be cancelled as of the Announcement Date, provided that Counterparty may, by notice to CS on the first Business Day after the Announcement Date, elect to deliver, in lieu of paying the Cancellation Amount, a number of Shares equal to the Number of Shares on the second Business Day after the Announcement Date. Additional Disruption Events: Change in Law: Applicable Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable

Cancellation and Payment. The following provision replaces Section 9.3(b)(ii):

Cancellation and Payment. Effective as of the Distribution Time, each Quanex Stock Option shall become 100% vested. Each Quanex Stock Option that is outstanding immediately prior to the Distribution Time shall be cashed out and then cancelled as provided for in the Merger Agreement.

Cancellation and Payment. Notwithstanding anything in the Definitions to the contrary, if Cancellation and Payment is applicable, then the Transactions subject to this Master Confirmation will be cancelled and Company will pay Citibank an amount determined as provided below, such payment to be made not later than three Currency Business Days following the determination by the Calculation Agent of such amount (denominated in the currency for settlement of the relevant Transaction as determined by the Calculation Agent). The amount to be paid by Company to Citibank will be the amount agreed promptly by the parties after the end of the negotiation period referred to in "Negotiated Resolution" above (in the case of Merger Events other than a Share-for-Other Merger Event), the Merger Date (in the case of a Share-for-Other Merger Event) or the date Citibank elects Cancellation and Payment as the result of the occurrence of a Nationalization, Insolvency or De-Listing Event, as the case may be, failing which it will be determined by the Calculation Agent based on an amount representing the Calculation Agent's determination of the fair value to Citibank of a comparable security with terms (including but not limited to imbedded options) that would preserve for Citibank the economic equivalent of any payment or delivery (assuming satisfaction of each applicable condition precedent) by the parties in respect of the relevant Transaction that would have been required after that date but for the occurrence of the Merger Event, Nationalization, Insolvency or De-Listing Event, as the case may be. The Calculation Agent shall provide Company with a schedule or other reasonably detailed explanation of the basis for and determination of such amount. Nationalization, Insolvency or De-Listing: Cancellation and Payment as described above shall apply, at the election of Citibank at any time after the relevant Announcement Date.

Cancellation and Payment. Click here and type NAME OF ORGANISATION must be notified of all cancellations within Click here and type NUMBER OF HOURS hours. Charges will be liable if the required notice is not given.