Common use of Failure to Meet Divestiture Deadlines Clause in Contracts

Failure to Meet Divestiture Deadlines. In the event that the Beneficiary shall fail to meet either the Three Year Divestiture Deadline or the Five Year Divestiture Deadline, as the case may be, and an extension thereof shall not have been granted pursuant to Section 6.03 or Section 6.04 hereof, or shall fail to meet any extended Three Year Divestiture Deadline or Five Year Divestiture Deadline, as the case may be, that may have been granted pursuant to Section 6.03 or Section 6.04 hereof, then the Company shall arrange for the sale of the Delinquent Shares in a manner and at such time or times as shall be commercially reasonable under the circumstances (giving effect to, among other things, market conditions and related matters) and, subject to the foregoing, the Company shall have no liability to the Beneficiary or any other Person on the grounds that the Company failed to take actions which could have produced higher proceeds for the sale of the Delinquent Shares. In either such case, the Beneficiary shall promptly take all action reasonably requested by the Company in order to facilitate the sale of the Delinquent Shares, and the Company shall be entitled to receive customary representations and warranties from the Beneficiary regarding the Delinquent Shares (including representations regarding good title to such shares, free and clear of all liens, claims, security interests and other encumbrances). Until sold, the Delinquent Shares shall be voted by the Trustee in the manner required by Section 4.03 of this Agreement, provided however, that on any Change of Control Proposal approved by the Board of Directors and submitted by the Board of Directors to the stockholders of the Company for a vote thereon, the Trustee shall vote the Delinquent Shares in the exact proportion as all shares of Capital Stock not held in the Voting Trust shall have been voted upon such Change of Control Proposal. Upon the sale of the Delinquent Shares, the Trustee shall deliver the shares to the purchaser thereof as directed by the Company, and all proceeds from such sale, less all expenses incurred by the Company, shall be distributed to the Beneficiary as soon as practicable.

Failure to Meet Divestiture Deadlines. In the event that the Beneficiary Fund shall fail to meet either the Three Year a Divestiture Deadline or the Five Year Divestiture Deadline, as the case may be, and an extension thereof shall not have been granted or required pursuant to Section 6.03 or Section 6.04 hereof, or shall fail to meet any extended Three Year Divestiture Deadline or Five Year Divestiture Deadline, as the case may be, that may have been granted or required pursuant to Section 6.03 or Section 6.04 hereof, then within ten (10) Business Days after such deadline, the Company shall provide a list to the Fund of three (3) institutions, none of which shall be an Affiliate of the Company or the Fund, none of which shall have had any business relationship with the Company or its Affiliates (other than in the capacity as Sales Agent pursuant to this Agreement) for the previous five (5) years, each constituting a nationally known investment banking firm that provides research coverage of participants in the HMO/managed care industry and makes a market in the Common Stock, and each providing a quotation of its fee for services as Sales Agent hereunder. Within ten (10) business days after delivery of such list, the Fund shall select one institution (the "Sales Agent") from such list. The Sales Agent, the Fund and the Company shall enter into an agreement within fifteen (15) days after selection of the Sales Agent providing for the payment to the Sales Agent by the Fund of a reasonable fee for the services to be rendered by it and reimbursement to the Sales Agent by the Fund of its reasonable expenses, obligating the Sales Agent to vote the Delinquent Shares as described in this Section 6.05, and addressing the other applicable matters set forth in this Section 6.05. The Sales Agent shall arrange for the sale of the Delinquent Shares in as prompt a manner and at such time or times as shall be commercially reasonable under the circumstances (giving effect to, among other things, market conditions and related matters) and, subject ). Subject to the foregoing, the Sales Agent and the Company shall have no liability to the Beneficiary or Fund and any other Person on the grounds that the Company Sales Agent failed to take actions which could have produced higher proceeds for the sale of the Delinquent Shares. In either such caseThe Fund, the Beneficiary Company and the Trustee shall promptly take all action reasonably requested by the Company in order Sales Agent to facilitate the sale of the Delinquent Shares, and the Company Sales Agent (or the transferee of the Delinquent Shares) shall be entitled to receive customary representations and warranties from the Beneficiary Fund and the Trustee regarding the Delinquent Shares (including including, without limitation, representations regarding good title to such shares, free and clear of all liens, claims, security interests and other encumbrances). The Sales Agent shall, to the extent permitted by law, also be entitled to receive such indemnification from the Company as is normal and customary in similar circumstances. Until sold, the Delinquent Shares shall be voted by in accordance with the Trustee in the manner required by Section 4.03 of this Agreement, provided however, that on any Change of Control Proposal approved by the Board of Directors and submitted by the Board of Directors to the stockholders recommendation of the Company for a vote thereon, the Trustee shall vote the Delinquent Shares in the exact proportion as Independent Board Majority on all shares of Capital Stock not held in the Voting Trust shall have been voted upon such Change of Control Proposalmatters. Upon the sale of the Delinquent Shares, the Trustee shall deliver the shares to the purchaser thereof as directed by the CompanySales Agent, and all proceeds from such sale, less all expenses incurred by the Companyagreed upon fees and expense reimbursement of the Sales Agent, shall be distributed to the Beneficiary Fund as soon as practicable. The periods of time set forth in this Section 6.05 may be extended at any time by mutual written agreement of the Company and the Fund and notice to the Trustee.

Failure to Meet Divestiture Deadlines. In the event that the Beneficiary shall fail to meet either any of the One Year Divestiture Deadline, the Three Year Divestiture Deadline or the Five Year Divestiture Deadline, as the case may be, and an extension thereof shall not have been granted pursuant to Section 6.03 6.04 or Section 6.04 6.05 hereof, or shall fail to meet any extended One Year Divestiture Deadline, Three Year Divestiture Deadline or Five Year Divestiture Deadline, as the case may be, that may have been granted pursuant to Section 6.03 6.04 or Section 6.04 6.05 hereof, then the Company shall arrange for the sale of the Delinquent Shares in a manner and at such time or times as the Company shall be commercially reasonable under the circumstances (giving effect to, among other things, market conditions determine in its sole discretion and related matters) and, subject to the foregoing, the Company shall have no liability to the Beneficiary or any other Person on the grounds that the Company failed to take actions which could have produced higher proceeds for the sale of the Delinquent Shares. In either such case, the Beneficiary shall promptly take all action reasonably requested by the Company in order to facilitate the sale of the Delinquent Shares, and the Company shall be entitled to receive customary representations and warranties from the Beneficiary regarding the Delinquent Shares (including representations regarding good title to such shares, free and clear of all liens, claims, security interests and other encumbrances). Until sold, the Delinquent Shares shall be voted by the Trustee in the manner required by Section 4.03 of this Agreement, provided provided, however, that on any Change of Control Proposal approved by the Board of Directors and submitted by the Board of Directors to the stockholders shareholders of the Company for a vote thereon, the Trustee shall vote the Delinquent Shares in the exact proportion as all shares of Capital Stock not held in the Voting Trust shall have been voted upon such Change of Control Proposal, provided, further, that if the Beneficiary is the sole shareholder of all Capital Stock of the Company at such time, the Delinquent Shares shall be voted in favor of the Change of Control Proposal. Upon the sale of the Delinquent Shares, the Trustee shall deliver the shares to the purchaser thereof as directed by the Company, and all proceeds from such sale, less all expenses incurred by the Company, shall be distributed to the Beneficiary as soon as practicable.