Acceleration of Put Rights Sample Clauses

Acceleration of Put Rights. In the event of the exercise of a --------------------------- Put Right arising under Sections 8.2, 9.7 or 9.9 hereof, it shall not be necessary for the Majority Investors or an Investor, as the case may be, to deliver the Put Notice 120 days prior to the effective date of such exercise, but instead the Majority Investors (if the Put Right arises under Sections 8.2, 9.7 or 9.9 hereof prior to the seventh anniversary of the Closing Date) or any Investor (if the Put Right arises under Sections 8.2, 9.7 or 9.9 hereof on or after the seventh anniversary of the Closing Date), in its sole discretion, may elect to have the exercise of the Put Rights and the corresponding obligation of the Company to repurchase the Securities to be effective immediately or on any subsequent date (i) if the Put Right arises under Section 8.2 or 9.9 (and it shall be deemed to be effective immediately for all Investor Securities without the sending of the Put Notice in the case of an Event of Default triggered by a Voluntary Bankruptcy Proceeding or an Involuntary Bankruptcy Proceeding), (ii) upon the consummation or effectiveness of the Proposed Change of Control if the Put Right arises under Section 9.7(a), or (iii) upon the consummation or effectiveness of the proposed redemption or repurchase of Non-Investor Interest if the Put Right arises under Section 9.7(b).

Acceleration of Put Rights. Unless a Breaching Event has occurred and is continuing with respect to such Non-Mediconsult Member, a Health Event has occurred with respect to such Non-Mediconsult Member or the Nonperformance Event has occurred, the rights of the Non-Mediconsult Members to sell to Mediconsult their Membership Interests, pursuant to clauses (i) and (ii) of this Section 12(b), shall immediately become exercisable in full as follows: (A) if the Company or Mediconsult consummates any of the following transactions: (I) a merger or acquisition in which the Company or Mediconsult is not the surviving entity; (II) the sale, transfer or other disposition of all or substantially all of the assets of the Company or Mediconsult; or (III) any merger in which the Company or Mediconsult is the surviving entity but in which fifty percent (50%) or more of the Company's or Mediconsult's outstanding equity (Membership Interests, Common Stock or such other equity securities as may at the time represent the voting rights of the holders of the outstanding equity of the Company or Mediconsult, as the case may be) is issued to holders different from those who held the Membership Interests or Common Stock, as the case may be, prior to such merger; or (B) with respect to Membership Interests held by XxXxxxxx, if XxXxxxxx has not held, and continues not to hold, for a period of at least three consecutive calendar months, the primary responsibility, directly or indirectly through the Service Agreement and/or his Employment Agreement, to conduct the sales and marketing efforts of Mediconsult and Limited and their respective affiliates with respect to pharmaceutical companies. Notwithstanding the acceleration of the time at which the Non-Mediconsult Members may exercise their rights pursuant to clauses (i) and (ii) of this Section 12(b), all other terms and conditions set forth in this Section 12(b) shall apply to the exercise of such rights (including the payment in full of the applicable exercise price as set forth in clauses (i) and (ii) of this Section 12(b)).