Common use of Cancellation Payment Clause in Contracts

Cancellation Payment. In the event that any person or entity other than South Alabama or any affiliate of South Alabama (as such term is defined in Rule 13e-3 promulgated under the 1934 Act) (a) consummates x xxxxxr offer, as determined by the precedent construing Sections 14(c) and 14(d) of the B-3 1934 Act, for more than 20% and not more than 25% of the outstanding shares of BancTrust, (b) commences a tender offer for 25% or more of the outstanding shares of BancTrust, or (c) enters into any agreement with BancTrust to engage in an Acquisition Transaction in which the Common Stock would be convertible into or exchangeable for securities or assets of another entity or cash, South Alabama, at its election and subject to any required regulatory approvals, shall be entitled to receive, in consideration for the cancellation of the Stock Option, an amount in cash (the "Cancellation Payment") equal to (i) the excess, if any of (A) the highest price or consideration paid by such third party for any shares so acquired less (B) the Exercise Price, multiplied by (ii) 1,024,479 shares, less the number of shares (if any) that have previously been purchased upon exercise of the Stock Option, or, at the option of South Alabama, such lesser amount, if any, as may be paid by BancTrust without being required to obtain any prior regulatory approval from or to make any filing with the regulatory agency with respect to BancTrust's purchase of its equity securities. The Cancellation Payment shall be made within three (3) business days of South Alabama's election to receive the Cancellation Payment by certified or official bank check or wire transfer of same day funds to such account as South Alabama shall designate.

Cancellation Payment. In the event that any person or entity other than South Alabama BancTrust or any affiliate of South Alabama BancTrust (as such term is defined in Rule 13e-3 promulgated under the 1934 Act) (a) consummates x xxxxxr a xxxxxx offer, as determined by the precedent construing Sections 14(c) and 14(d) of the B-3 1934 Act, for more than 20% and not more than 25% of the outstanding shares of BancTrustSouth Alabama, (b) commences a tender offer for 25% or more of the outstanding shares of BancTrustSouth Alabama, or (c) enters into any agreement with BancTrust South Alabama to engage in an Acquisition Transaction in which the Common Stock would be convertible into or exchangeable for securities or assets of another entity or cash, South AlabamaBancTrust, at its election and subject to any required regulatory approvals, shall be entitled to receive, in consideration for the cancellation of the Stock Option, an amount in cash (the "Cancellation Payment") equal to (i) the excess, if any of (A) the highest price or consideration paid by such third party for any shares so acquired less (B) the Exercise Price, multiplied by (ii) 1,024,479 1,696,782 shares, less the number of shares (if any) that have previously been purchased upon exercise of the Stock Option, or, at the option of South AlabamaBancTrust, such lesser amount, if any, as may be paid by BancTrust South Alabama without being required to obtain any prior regulatory approval from or to make any filing with the regulatory agency with respect to BancTrustSouth Alabama's purchase of its equity securities. The Cancellation Payment shall be made within three (3) business days of South AlabamaBancTrust's election to receive the Cancellation Payment by certified or official bank check or wire transfer of same day funds to such account as South Alabama BancTrust shall designate.