Company’s Option to Purchase. (a) The Company shall have the first option to purchase all or any part of the Offered Shares of a Selling Restricted Stockholder for the consideration per share and on the terms and conditions no less favorable than those specified in the Seller’s Notice. The Company must exercise such option no later than 15 days after such Seller’s Notice is deemed under Section 9.7 hereof to have been delivered to it by giving written notice to the Selling Restricted Stockholder.
(b) In the event the Company does not exercise its option within such 15-day period with respect to all or part of the Offered Shares of a Selling Restricted Stockholder, the Secretary of the Company shall, by the last day of such period, give written notice of that fact to each Investor (the “Investor Notice”). The Investor Notice shall specify the number of Offered Shares of a Selling Restricted Stockholder not purchased by the Company (the “Remaining Shares”).
(c) In the event the Company duly exercises its option to purchase all or part of the Offered Shares of a Selling Restricted Stockholder, the closing of such purchase shall take place at the offices of the Company on the later of (i) the date that is five days after the expiration of such 15-day period or (ii) the date that the Investors consummate their purchases of Offered Shares under Section 3.5 hereof.
(d) To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors when exercising their options under Sections 3.4 and 3.5 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Restricted Stockholder, the Company and/or the Investors acquiring such Offered Shares.
(e) Notwithstanding anything to the contrary in this Agreement, neither the Company nor the Investors shall have any right to purchase any of the Offered Shares hereunder unless the Company and/or the Investors exercise their option or options to purchase all of the Offered Shares.
Company’s Option to Purchase. 5.1. Subject to Section 7.1, the Company shall have the first option to purchase all or any part of the Offered Shares for the consideration per share and on the terms and conditions specified in the Notice. The Company must exercise such option, no later than 15 days after such Notice is deemed under Section 11.4 hereof to have been delivered to it, by written notice to the Selling Holder.
5.2. In the event the Company does not exercise its option within such 15-day period with respect to all of the Offered Shares, the Company shall, by the last day of such period, give written notice of that fact to the Investors (the “Investor Notice”). The Investor Notice shall specify the number of Offered Shares not purchased by the Company (the “Remaining Shares”).
5.3. In the event the Company duly exercises its option to purchase all or part of the Offered Shares, the closing of such purchase shall take place at the offices of the Company on the later of (a) the date five days after the expiration of such 15-day period or (b) the date that the Investors consummate their purchase of Remaining Shares under Section 6.3 hereof.
5.4. To the extent that the consideration proposed to be paid by the Offeror for the Offered Shares consists of property other than cash or a promissory note, the consideration required to be paid by the Company and/or the Investors exercising their options under Sections 5 and 6 hereof may consist of cash equal to the value of such property, as determined in good faith by agreement of the Selling Holder and the Company and/or the Investors acquiring such Offered Shares.
Company’s Option to Purchase. The Company will have an option to purchase all of the Shares offered in the Notice for the price and on the terms specified in such Notice. The Company must exercise such option in full and by giving written notice to Purchaser no later than [***] days after receipt of such Notice. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Company’s Option to Purchase. Subject to Section 4.2, except in the event of a proposed Transfer that would result in a Change of Control (in which case only the Significant Investors shall have the right to purchase the Offered Shares), the Company shall have the first option to offer to purchase, for cash payable at the closing of such Transfer, all or any part of the Offered Shares. The Company may exercise such option, subject to approval by a majority of the disinterested members of the Board, no later than ten (10) days after such Transfer Notice is delivered, by delivering a written notice to the Prospective Selling Investor setting forth the Company’s offer to purchase the Offered Shares, including (i) the cash price per Share at which the Company is willing to purchase the Offered Shares and (ii) the maximum number of Offered Shares the Company is willing to purchase (the “Company Exercise Notice”). In the event the Company does not exercise its option within such 10-day period with respect to all of the Offered Shares, the Company shall, by the last day of such period, give written notice of that fact to the Significant Investors (the “Investor Notice”). The Investor Notice shall specify the number of Offered Shares that the Company has not offered to purchase (the “Remaining Shares”).
Company’s Option to Purchase. In the event that the State of New York in the future permits the corporate practice of medicine without need to resort to a Certificate of Need, or if, in the opinion of counsel to the Company, it otherwise becomes lawful in New York State for the Company to acquire and operate the medical practice of the P.C., the Company shall have the right to purchase a 50% ownership in the medical practice of the P.C. and the P.C. agrees to sell a 50% ownership in the medical practice of the P.C. to the Company. The purchase price shall be $100. In order to make meaningful the foregoing right, the P.C. agrees that any purchaser of the P.C. or transferee or other recipient of share thereof and any successor P.C. and shareholders thereof shall be bound by the provisions of this Paragraph and no sale of the P.C. or transfer of shares thereof shall be effective unless the purchaser or transferee acknowledges in writing his agreement to the provisions of this Paragraph.
Company’s Option to Purchase. The Company shall have the right and option to purchase all or any of the Transferable Shares for the price and upon the other terms hereinafter provided. Such option may be exercised only by giving written notice to the Transferring Shareholder within thirty (30) days after the Notice Date, stating the number of Shares which the Company desires to purchase. Any purchase of Transferable Shares by the Company under this Section 2.1 shall be consummated within ninety (90) days after the Notice Date.
Company’s Option to Purchase. For the period commencing upon the occurrence of an event giving rise to an option to buy, as specified in Section 13.2, and continuing thereafter until thirty (30) days after the Company's receipt of notice of the event giving rise to the option, which notice is in substantial compliance with the provisions of Section 13.4, the Company shall have the option to purchase all, but not less than all, of the Affected Interest of a Transferring Holder, which option and right to purchase are at the applicable price and according to the terms and conditions provided in this Article 13. The Company may exercise its right and option to purchase by giving written notice to the Transferring Holder and to the other Members of its intention to exercise its right and option before the expiration of such thirty (30) day period. In no event shall the Transferring Holder vote, either by its appointed Governor or as a Member, on the question of whether the Company will elect to exercise its option.
Company’s Option to Purchase. For the 90-day period (the “Company’s Option Period”) commencing with the Company’s receipt (or deemed receipt) of the Trigger Notice, the Company (as determined by the Board) shall have the option (the “Company’s Trigger-Related Purchase Option”) to purchase all, and not less than all, of the Triggered Shareholder’s Shares. The Company’s Trigger- Related Purchase Option shall be deemed exercised upon delivery of written notice (the “Company’s Notice of Trigger-Related Exercise”) to the Triggered Shareholder (or the Triggered Shareholder’s personal representative or other successor if applicable) prior to the expiration of the Company’s Option Period.
Company’s Option to Purchase. Shares The Subscriber hereby grants to the Company the option, but not the obligation, to 49 purchase all but not less than all the Shares for a purchase price equal to the Fair Market Value (as hereinafter defined) of the Shares at the time of giving notice of exercise. The option is subject to the following terms and conditions:
(a) The right of the Company shall be exercisable at any time by delivery of notice in writing to the Subscriber or the Subscriber's representatives;
(b) The closing of the purchase and sale of the Shares shall take place within 30 days following delivery by the Company of notice of exercise; and
(c) The closing of the purchase and sale of the Shares shall be subject to the general purchase and sale provisions attached hereto as Schedule "A".
Company’s Option to Purchase. In the case of an Event of Withdrawal of a Member (other than pursuant to an Event of Withdrawal as permitted by Section 9.2 or Section 9.3 or an Event of Withdrawal to which Section 9.4.2 applies), or if a Member transfers or assigns less than all of its Interest other than as permitted hereunder, whether or not the Company is dissolved pursuant to Section 8.3, the Withdrawing Member's (which term, for purposes of this Section 9.4.3, also includes a Member who transfers or assigns less than all of its Interest other than as permitted hereunder) and its Permitted Transferees' Interests will, at the election of the Manager with the consent of a Majority of the Members (computed for this purpose without reference to the Withdrawing Member or any of its Permitted Transferees), be transferred to the Company at a purchase price equal to the lower of: (i) 75% of the fair market value (determined pursuant to the Valuation Procedure) of such Withdrawing Member's and its Permitted Transferees' Interests as of the date of the Event of Withdrawal or transfer, as applicable; or (ii) 75% of such Withdrawing Member's and its Permitted Transferees' Capital Accounts as of the date of the Event of Withdrawal or transfer, as applicable. Such purchase price is to be paid, without interest, in five equal annual installments beginning on the one year anniversary of such Event of Withdrawal or transfer, as applicable. The Manager and Members are to make the election under this Section within 120 days after the Event of Withdrawal or transfer or assignment of the partial Interest, as applicable. If the Company is dissolved in accordance with Section 8.3 upon such Event of Withdrawal, and the Manager and Members make the election under this Section, the purchase price hereunder is in lieu of any damages described in Section 8.2.2 or any distribution described in Section 5.3 otherwise payable to the Withdrawing Member and any of its Permitted Transferees. If the Company is not dissolved in accordance with Section 8.3 and the Manager or Members do not make the election under this Section, then the Withdrawing Member is only entitled to receive those amounts set forth in Section 9.7 as if the Withdrawing Member was the assignee described therein, reduced by any and all damages incurred by the Company as a result of such Event of Withdrawal.
