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 (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 discretion, (i) take the steps outlined in this Article 17.5 to divest the Limited Partners of their Partnership Interests, or (ii) dissolve the Partnership as provided in Article 23.1(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 purchase such Partnership Interests for its own account. The purchase price to be paid for each Partnership Interest shall be determined in the manner as provided in Article 17.6 and shall be on the terms and conditions as provided in Article 17.7. The transfer of the Partnership Interests and the payment of the purchase price (as provided in Article 17.6) 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 Article 17.5.
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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.
Sample 1
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...
Sample 1
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.
Sample 1
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 18.6. The transfer of the Partnership Interests, the payment of the purchase prices, and the assumption of the Limited Partners' obligations under their respective Guaranties (as provided in Article 18.5) 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. If the General Partner chooses option (ii), it shall proceed with reasonable promptness to dissolve and liquidate the Partnership and no vote of the Limited Partners shall be required in that connection. 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 or the dissolution of the Partnership, as the case may be, as provided in this Article 18.4.
Sample 1

Related to Divestiture Option

  • Divestiture If Grantee’s employment with the Company or a Subsidiary terminates as the result of a divestiture, then the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto shall become nonforfeitable in accordance with the terms and conditions of Section 1(a) as if Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the fifth anniversary of the Date of Grant or the occurrence of a circumstance referenced in Section 2(a) or 2(b), whichever occurs first. For the purposes of this Agreement, the term “divestiture” shall mean a permanent disposition to a Person other than the Company or any Subsidiary of a plant or other facility or property at which Grantee performs a majority of Grantee’s services whether such disposition is effected by means of a sale of assets, a sale of Subsidiary stock or otherwise.

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • 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 No shares of Common Stock are eligible for sale pursuant to Rule 701 promulgated under the Act in the 12-month period following the Effective Date.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Vested Company Options Immediately prior to but contingent upon the Closing, each Company Option that is unexpired, unexercised and vested immediately prior to the Closing (“Vested Options”) shall, by virtue of the Closing and without the need for any further action on the part of the holder thereof, on the terms and subject to the conditions set forth in this Agreement, be automatically cancelled, and each Optionholder holding Vested Options shall have the right to receive, with respect to such Vested Options, an amount in cash, without interest, equal to such Optionholder’s Pro Rata Share of the Closing Date Purchase Price (subject to withholding of such Optionholder’s Pro Rata Share in each of the Adjustment Holdback Amount, the Expense Fund), and (B) the right to receive such Optionholder’s Pro Rata Share of any cash disbursements that may become payable, with respect to such Vested Options, from the Adjustment Holdback Amount and the Expense Fund, in accordance with the terms of this Agreement, and (C) the right to receive such Optionholder’s Pro Rata Share of any positive Adjustment Amount that may become payable, with respect to such Vested Options, pursuant to Section 2.8, and (D) the right to receive such Optionholder’s Pro Rata Share of any Earnout Consideration that may become payable under this Agreement in accordance with the provisions of Section 2.9. The amount of cash that each holder of Vested Options is entitled to receive for such Vested Options will be subject to any applicable payroll, income Tax or other withholding Taxes and the provisions of the Israeli Tax Ruling and/or the Israeli Interim Tax Ruling if obtained. For the avoidance of doubt, an Optionholder’s “Pro Rata Share” for purposes of this Section 2.2(a) shall be calculated based on such Optionholder’s holding of Vested Options (disregarding any shares of the Company or Unvested Options held by such Optionholder).

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:

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