Closing of Repurchase. The closing of the purchase of such Employee Units pursuant to Sections 6(c) above shall take place on the date designated by the Company in the Repurchase Notice. The Company (or its nominee) shall pay for such Employee Units to be purchased by delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to the Board and Employee; provided that such promissory note shall (A) accrue interest at the then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated maturity of five years, (C) provide that the principal and all accrued interest thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of principal and interest without penalty or premium and (E) be subordinated to any indebtedness for borrowed money of the Company and its Subsidiaries. In connection with the purchase of Employee Units hereunder, the Company shall be entitled to receive customary representations and warranties from the sellers regarding such sale of units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances).
Closing of Repurchase. The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such notice to be delivered. The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to 8% (a “Repurchase Note”), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of 8% per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. In the event the Board elects to repurchase the Executive Securities through the issuance of a Repurchase Note, the Company hereby agrees that (x) it shall not make any Distributions pursuant to Section 4.1(a) of the LLC Agreement unless and until such Repurchase Note, including all interest accrued and unpaid thereon, is repaid in full and (y) in the event of a Sale of the Company, all obligations under the Repurchase Note shall automatically accelerate and become due and payable upon the consummation of such Sale of the Company. For the avoidance of doubt, nothing contained herein shall limit the Company’s ability to make Tax Distributions in accordance with Section 4.1(b) of the LLC Agreement. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.7 of the LLC Agreement.
Closing of Repurchase. (a) The closing of any Repurchase Option exercised by the Company pursuant to Section 3 of this Agreement, or any Call exercised by the Company pursuant to Section 4 of this Agreement, shall take place at the offices of the Company on a date not more than thirty (30) days after the delivery of the Repurchase Notice or exercise of the Call (the “Closing Date”). At the Closing Date, the Company shall be entitled to receive customary representations and warranties from the Employee or other holder of the Shares regarding the sale of the Shares, and the Employee or other holder of the Shares will deliver all stock certificates representing the Shares to be purchased, endorsed for transfer to the Company, or accompanied by an Assignment Separate from Certificate in favor of the Company.
(b) The Company shall deliver a certified or bank cashier’s check, or wire transfer, in the amount of the aggregate purchase price for such Shares or, if the Company so chooses, by a subordinate note or notes payable in three substantially equal annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time.
(c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment pursuant to this Section 5 if such payment would constitute a violation of applicable law or any covenant of any loan document or similar or other agreement with banks, insurance companies, investors, or third parties by which the Company is bound. In the event the restrictions and exceptions provided herein come into being, the Company shall use reasonable efforts to cause such covenants restricting such repurchase to be waived or modified, if possible, to the extent necessary to permit such repurchase to be made; provided that the Company shall not be obligated hereunder to make any payments to any third parties in order to obtain such waivers or modifications. In the event the restrictions and exceptions provided herein come into being, the Company shall pay such portion of the applicable payment as it is then able to pay pursuant to the terms hereof, that would not be so restricted, excepted or prohibited. The remainder of such amount shall be paid at such time as said conditions no longer exist; provided that interest shall be paid on any unpaid amounts hereunder at a borrowing rate equal to the ...
Closing of Repurchase. Except as expressly provided in Section --------------------- 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty (180) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.
Closing of Repurchase. The closing of the purchase of the Holder’s Class C Units pursuant to Sections 6(c) above will take place on the date designated by the Company in the Repurchase Notice but, with respect to Vested Units, such date will be no more than 90 days following the date of the Termination Event; provided that (i) such 90-day period shall be tolled for so long as any agreement governing indebtedness and/or preferred equity of the Company and/or its Subsidiaries prohibits the Company from making purchasing such units and/or prohibits a Subsidiary of the Company from making distributions to the Company that are sufficient to provide funds for such purchase, and (ii) if such 90-day period is so tolled, then interest will accrue at the rate of 7.5% per annum on the purchase price for the Units to be purchased, from the 90th day following the Termination Event through the date upon which such purchase price and accrued interest have been paid. The Company (or its nominee) will pay for the Holder’s Class C Units to be purchased by delivery of a check or wire transfer of immediately available funds. The purchasers of the Holder’s Class C Units under this Section 6 will be entitled to receive customary representations and warranties from the sellers regarding such sale of the Holder’s Class C Units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances) but such representations and warranties shall not include any representations or warranties with respect to the business and operations of the Company.
Closing of Repurchase. The closing of any purchase of Shares and/or Vested Options by the Company under this Agreement will occur at a meeting of the Company and the Optionee and/or the Permitted Assigns, as appropriate, on a date selected by the Company and noticed to the Optionee and/or the Permitted Assigns, as appropriate, which will be not later than the 120th day following the Termination Date at 10:00 a.m. Colorado time at the Company's office in Denver, Colorado (unless otherwise agreed by the Company and the Optionee and/or the Permitted Transferees, as appropriate). At the meeting, the Company will make payment for the Shares and/or Vested Options and the Optionee and/or the Permitted Transferees, as appropriate, will deliver certificates representing the Shares, duly endorsed for transfer. If the Shares so purchased by the Company are then subject to the Class B Common Stock Voting Trust Agreement, the Trustee thereunder is authorized and directed to deliver to the Company stock certificates representing such Shares, against receipt of payment therefor, and to deliver such payment to the Optionee upon delivery by the Optionee to the Company of the Voting Trust Certificate representing such Shares. Payment for the Shares and/or Vested Options will be made in cash or by the Company's check or checks which clear in the ordinary course. All notices under this Section to the Optionee or the Permitted Transferees, as appropriate, will be in writing and will be deemed to have been duly given when delivered in person (by express courier or otherwise), by telecopier or three days after being deposited in
Closing of Repurchase. The closing of a repurchase transaction will take place on the date designated by the Company or Investor in the Company Repurchase Notice, which date will not be more than two hundred ten (210) days after the Termination Date, as applicable, and no earlier than any date set forth in the Company Repurchase Notice. The Company or, if applicable, Investor will pay for any Vested Units to be purchased pursuant to a Company Repurchase Option by first offsetting any amounts owed by the holder(s) of such Vested Units or such holder’s affiliates to the Company and any of its Subsidiaries and then paying any remaining amounts by cash or a cashier’s check payable to the holder(s) of such Vested Units in an aggregate amount equal to their share of the aggregate repurchase price for such Vested Units. The Company or, if applicable, Investor will receive customary representations and warranties from each seller including with respect to such seller’s ownership and title to the Vested Units and capacity to transfer the Vested Units.
Closing of Repurchase. (a) Except as expressly provided in subparagraph (b) below and in Section 7.5 hereof, Practice shall pay cash for the repurchased assets. The amount of the purchase price shall be reduced by the amount of debt and liabilities of Business Manager, if any, assumed by Practice. Practice and, if required by law, any Physician associated with Practice, shall execute such documents as may be required, (i) for Practice to assume the liabilities set forth in Section 7.4(d) or 7.5(d) hereof, as applicable, and (ii) for Practice to indemnify or remove Business Manager from any liability with respect to such repurchased asset and with respect to any property leased or subleased by Business Manager. Business Manager shall execute such documents as may be required to convey the assets, free and clear of all liens (except for those liens assumed by Practice). The closing date for the repurchase shall be determined by mutual agreement of Practice and Business Manager but shall in no event occur later than one hundred eighty (180) days from the date of the notice of termination. The termination of this Management Services Agreement shall become effective upon the closing of the sale of the assets under Section 7.4 or 7.5 hereof, as the case may be, and all parties shall be released from any restrictive covenants provided for in Section 5.7 hereof on such closing date. From and after any termination, each party shall provide the other party with reasonable access to the books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations that may be required of it.
(b) Notwithstanding anything to the contrary contained herein, in the event the cash amount required to be paid to Business Manager pursuant to Sections 7.4 and 7.5 exceeds $50,000, then Practice shall have the option of financing the entire cash amount over a two-year period. This financing shall be evidenced by a promissory note from Practice to Business Manager, the terms of which shall provide for an interest rate equal to the prime rate publicly announced by First National Bank of Chicago on the date of the closing of the repurchase, with interest and principal payments payable quarterly in arrears to Business Manager.
Closing of Repurchase. KDCP shall pay cash for the repurchased assets or may use shares of ProMedCo no par common stock valued at 75% of the ProMedCo IPO Price, adjusted to reflect stock splits and the like, or if the ProMedCo IPO Date shall not have occurred, valued at $14.00 per share. The amount of the purchase price shall be reduced by the amount of debt and liabilities of ProMedCo-Temple assumed by KDCP and shall be reduced by any payment ProMedCo-Temple has failed to make under this Agreement. KDCP and any physician associated with KDCP shall execute such documents as may be required to assume the liabilities set forth in Section 10.4.4 and to remove ProMedCo-Temple from any liability with respect to such repurchased Stocks and with respect to any property leased or subleased by ProMedCo-Temple. The closing date for the repurchase shall be determined by KDCP, but shall in no event occur later than 180 days from the date of the notice of termination. The termination of this Agreement shall become effective upon the closing of the sale of the assets and KDCP shall be released from the Restrictive Covenants provided for in Section 9 on the closing date. From and after any termination, each party shall provide the other party with reasonable access to books and records then owned by it to permit such requesting party to satisfy reporting and contractual obligations which may be required of it.
Closing of Repurchase. The closing of the purchase of the Vested Incentive Units pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one (1) month nor less than five (5) days after the delivery of the later of either such notice to be delivered. The Company will pay for the Vested Incentive Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Director to the Company or any of its Subsidiaries, and will pay the remainder of the purchase price by, at its option, (i) a check or wire transfer of funds, (ii) the issuance of a subordinated promissory note of the Company or a Subsidiary of the Company payable in up to three (3) annual installments beginning on the first anniversary of the closing of such repurchase and bearing interest (payable quarterly) at a per annum rate equal to eight percent (8%), (iii) the issuance in exchange for such securities of a number of a new class or series of Units or other Company Equity Securities that are senior to the other existing Units and bearing a yield of eight percent (8%) per annum, compounded quarterly, or (iv) any combination of (i), (ii) and (iii) as the Board may elect in its discretion. Each Investor will pay for the Vested Incentive Units purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed. Notwithstanding the foregoing, the Company may, at its option, effect repurchases as contemplated by Section 4.6 of the LLC Agreement.
