Divestiture Option Sample Clauses

Divestiture Option. If state or federal regulations or laws are enacted or applied, or if any other legal developments occur, which, in the opinion of the General Partner, adversely affect (or potentially adversely affect) the operation of the Partnership or the business of the Partnership in a manner deemed substantial by the General Partner in its sole discretion (e.g., exclusion from any governmental health care program or any provider ownership prohibition), the General Partner shall promptly either, in its discretion, (i) take the steps outlined in this Article 18.4 to divest the Limited Partners of their Partnership Interests, or (ii) dissolve the Partnership as provided in Article 24.1(d). If the General Partner chooses option (i), it shall deliver a written notice to all of the Limited Partners (the "Notice of Election") and either sell the entire Partnership Interests of all of the Limited Partners to one or more investors selected by it (including, without limitation, Affiliates of the General Partner), and/or purchase such Partnership Interests for its own account. In such event, the Limited Partners shall sell their Partnership Interests to the purchaser or purchasers at the purchase price determined in the manner as provided in Article 18.5 and be on the terms and conditions as provided in Article 18.

Divestiture Option. If state or federal regulations or laws are enacted or applied, or if any other legal developments occur, which, in the opinion of the Managing Board adversely affect (or potentially adversely affect) the operation of the Company (e.g., the enactment or application of prohibitory physician self-referral legislation against the Company or its Members), the Managing Board shall promptly notify the Members of the applicable legal development and in good faith diligently work with the Members to devise a plan pursuant to which the Company may avoid such adverse effect, including the modification of this Agreement and any other contracts or agreements entered into by the Company. In the event the Managing Board and Members are unable to devise such a plan within a reasonable time period, the Managing Board shall elect, in its discretion, to either (i) take the steps outlined in this Section 10.6 to divest the Members of their Membership Interests, or (ii) dissolve the Company as provided in Article XI. If the Managing Board chooses option (i), it shall deliver a written notice of such decision to all of the Members and Sun shall purchase such Membership Interests for its own account. The purchase price to be paid for each Membership Interest shall be determined in the manner as provided in Section 10.7 and shall be on the terms and conditions as provided in Section 10.8. The transfer of the Membership Interests, the payment of the purchase price and the assumption of the Members' obligations under their respective Guaranties (as provided in Section 10.7) shall be made at such time as determined by the Managing Board to be in the best interests of the Company and its Members. In the event of the transfer of the Membership Interests of all the Members to Sun pursuant to option (i) above, the transfer of the Membership Interests, the payment of the purchase price and the assumption of the Members' obligations under their respective Guaranties (as provided in Section 10.7) shall be made either as of the effective date of the applicable legal development giving rise to the divestiture, or at such earlier date as determined by the Managing Board to be in the best interests of the Company and its Members. Each Member hereby makes, constitutes and appoints the Chairman, with full power of substitution, his, her or its true and lawful attorney-in-fact, to take such actions and execute such documents on his, her or its behalf to effect the transfer of his, her or its Mem...

Divestiture Option. If state or federal regulations or laws are enacted or applied, or if any other legal developments occur, which, in the opinion of the Manager adversely affect (or potentially adversely affect) the operation of the Membership (e.g., the enactment or application of prohibitory physician self-referral legislation against the Company or its Members), the Manager shall promptly either, in its discretion, (i) take the steps outlined in this Section 11.5 to divest the Physician Members of their Membership Interests, or (ii) dissolve the Company as provided in Article XII. If the Manager chooses option (i), it shall deliver a written notice to all of the Physician Members (the "Notice of Election") and purchase such Membership Interests for its own account. The purchase price to be paid for each Membership Interest shall be determined in the manner as provided in Section 11.6 and shall be on the terms and conditions as provided in Section 11.7. The transfer of the Membership Interests and the payment of the purchase price (as provided in Section 11.6) shall be made at such time as determined by the Manager to be in the best interests of the Company and its Physician Members. Each Physician Member hereby makes, constitutes and appoints the Manager, with full power of substitution, his true and lawful attorney-in-fact, to take such actions and execute such documents on his behalf to effect the transfer of his Membership Interest as provided in this Section 11.5.

Divestiture Option. If state or federal regulations or laws are enacted or applied, or if any other legal developments occur, which, in the opinion of the General Partner adversely affect (or potentially adversely affect) the operation of the Partnership (e.g., the enactment or application of prohibitory physician self-referral legislation against the Partnership or its Partners), the General Partner shall promptly either, in its sole discretion, (i) take the steps outlined in this Section 9.1(e) to divest the Limited Partners of their Partnership Interest, or (ii) dissolve the Partnership. If the General Partner chooses option (i), it shall deliver a written notice to all of the Limited Partners (the "Notice of Election") and purchase such Partnership Interest for its own account. The purchase price to be paid for the Partnership Interest shall be determined in the manner as provided in Section 9.1(f) and shall be on the terms and conditions as provided in Section 9.2. The transfer of the Partnership Interest and the payment of the purchase price Limited Partners' shall be made at such time as determined by the General Partner to be in the best interests of the Partnership and its Limited Partners. Each Limited Partner hereby makes, constitutes and appoints the General Partner, with full power of substitution, his true and lawful attorney-in-fact, to take such actions and execute such documents on his behalf to effect the transfer of his Partnership Interest as provided in this Section 9.1(e). The foregoing power of attorney shall not be affected by the subsequent incapacity, mental incompetence, dissolution or bankruptcy of any Limited Partner.

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Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.
Employee Options A regular employee who is subject to displacement shall have the right to select one of the following options. Upon written presentation of the options, the employee shall have 3 full working days to select an option. This time limit may be extended by the mutual agreement of the Parties: (a) accept training, if applicable; or (b) accept placement in a vacant position, either within or outside the bargaining unit, in accordance with the provisions of this Article; or (c) exercise the bumping rights referred to in this Article; or (d) accept layoff, retaining the right to recall and to severance pay in accordance with this Agreement; or (e) accept severance in accordance with Article 9.03 of this Agreement.
Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:
Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.
Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:
Unvested Options Each unvested outstanding Company Option held by a Continuing Employee (each an “Unvested Company Option”) shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. Each unvested outstanding Company Option that is not an Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.
Our Option If we give you written notice within 30 days after we receive your signed, sworn proof of loss, we may repair or replace any part of the damaged property with material or property of like kind and quality.
Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.
Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

Divestiture Option Sample Clauses

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