Maturity, Redemption and Prepayments. For each period for which Operating Earnings or Cumulative Operating Earnings equal or exceed the applicable Minimum Target, the Appropriate Principal Amount of the Contingent Notes, together with interest accrued on such Appropriate Principal Amount, shall become due and payable and shall be paid as provided in subparagraph (a) above. If, in the judgment of a majority of the full Board of Directors of AmeriPath (which judgment is made based upon the written advice of counsel, a copy of which shall be provided to the Sellers), it is determined that the Contingent Notes, or the holding of the Contingent Notes by the Sellers, may violate any Regulation or Order of any Authority (as such terms are defined in Section 12.3), then, at AmeriPath's sole discretion (as recommended by counsel to Ameripath), the Contingent Notes may be canceled and voided and the Board of Directors of AmeriPath, in their sole and absolute discretion acting in good faith, shall provide the Sellers a reasonably equivalent economic and financial substitute consideration therefor. In its sole and absolute discretion, AmeriPath may prepay the Contingent Notes by paying, in the aggregate, $900,000.00 for each year remaining under the Contingent Notes. AmeriPath shall give the Sellers irrevocable written notice of any prepayment permitted hereunder not less than three (3) business days prior to the prepayment date, specifying such prepayment and the amount of the Contingent Notes proposed to be prepaid on such date, whereupon such principal amount of the Contingent Note specified in such notice, together with accrued interest thereon, shall become due and payable on the prepayment date. The aggregate amount of each partial prepayment shall be allocated among each of the holders of the Contingent Notes at the time outstanding pro rata in proportion to the unpaid principal amounts of the Contingent Notes held by each of such holders.
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Maturity, Redemption and Prepayments. For each period for which Operating Earnings or Cumulative Operating Earnings Earnings, as the case may be, equal or exceed the applicable Minimum Target, the Appropriate Principal appropriate Applicable Payment Amount of the Contingent NotesNote, together with interest accrued on such Appropriate Principal Applicable Payment Amount, shall become due and payable and shall be paid as provided in subparagraph (a) above. If, in the judgment of a majority of the full Board of Directors of AmeriPath (which judgment is made based upon on the written advice of counsel, a copy of which shall be provided to the Sellers), it is determined that the Contingent NotesNote, or the holding of the Contingent Notes Note by the Sellersany Holders, may violate any Regulation or Order of any Authority (as such terms are defined in Section 12.3herein), then, at AmeriPath's sole discretion (as recommended by counsel to AmeripathAmeriPath), upon written notice to the Holders, the Contingent Notes Note, may be canceled and voided and the Board of Directors of AmeriPath, in their sole and absolute discretion acting parties hereto agree to endeavor in good faith, shall provide the Sellers a faith to arrive at reasonably equivalent economic and financial substitute consideration therefor. In its sole and absolute discretion, AmeriPath may prepay the Contingent Notes Note by paying, in the aggregate, paying $900,000.00 556,000 for each year remaining under the Contingent NotesNote, such amount to be divided among the Holders pro rata according to the maximum principal amounts of the Contingent Note. AmeriPath shall give the Sellers Holders irrevocable written notice of any prepayment permitted hereunder not less than three (3) business days prior to the prepayment date, specifying such prepayment and the amount of the Contingent Notes Note proposed to be prepaid on such date, whereupon such principal amount of the Contingent Note specified in such notice, together with accrued interest thereon, shall become due and payable on the prepayment date; PROVIDED, HOWEVER, that if the prepayment is to be made during the month of December in any year, then the written notice shall be given not less than two (2) weeks prior to the prepayment date. The aggregate amount of each partial prepayment shall be allocated among each of the holders Holders of the Contingent Notes Note at the time outstanding pro rata PRO RATA in proportion to the unpaid principal amounts of the Contingent Notes Note held by each of such holdersHolders.
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Maturity, Redemption and Prepayments. For each period year for which Operating Earnings or Cumulative Operating Earnings Earnings, as the case may be, equal or exceed the applicable Minimum Target, the Appropriate Principal Amount of the Contingent Notes, together with interest accrued on such Appropriate Principal Amount, shall become due and payable and shall be paid as provided in subparagraph (a) above. If, in the judgment of a majority of the full Board of Directors of AmeriPath (which judgment is made based upon the written advice of counsel, a copy of which shall be provided to the Sellers), it is determined that the Contingent Notes, or the holding of the Contingent Notes by the Sellersany Seller, may violate any Regulation or Order of any Authority (as such terms are defined in Section SECTION 12.3), then, at AmeriPath's sole discretion (as recommended by counsel to Ameripath), upon written notice to Sellers, the Contingent Notes may be canceled and voided and the Board of Directors of AmeriPath, in their sole and absolute discretion acting parties hereto agree to endeavor in good faith, shall provide the Sellers faith to arrive at a reasonably equivalent economic and financial substitute consideration therefor. In its sole and absolute discretion, AmeriPath may prepay the Contingent Notes by paying, paying (in the aggregate, for all Contingent Notes) $900,000.00 1,496,700 for each year remaining under the Contingent Notes, such amount to be divided among the Sellers pro rata according to the maximum principal amounts of the Contingent Notes. AmeriPath shall give the Sellers holders of the Contingent Notes irrevocable written notice of any prepayment permitted hereunder not less than three (3) business days prior to the prepayment date, specifying such prepayment and the amount of the Contingent Notes proposed to be prepaid on such date, whereupon such principal amount of the Contingent Note Notes specified in such notice, together with accrued interest thereon, shall become due and payable on the prepayment date; PROVIDED, HOWEVER, that if the prepayment is to be made during the month of December in any year, then the written notice shall be given not less than two (2) weeks prior to the prepayment date. The aggregate amount of each partial prepayment shall be allocated among each of the holders of the Contingent Notes at the time outstanding pro rata PRO RATA in proportion to the unpaid principal amounts of the Contingent Notes held by each of such holders.
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Maturity, Redemption and Prepayments. For each period for year in which Operating Earnings or Cumulative Operating Earnings equal or exceed the applicable Minimum Targetan Applicable Target Amount is achieved, the corresponding Appropriate Principal Payment Amount of the Contingent Notes, together with interest accrued on such Appropriate Principal Payment Amount, shall become due and payable and shall be paid as provided in subparagraph (ab) above. IfAmeriPath, in its sole judgment and discretion, shall be entitled to prepay the Contingent Notes, either in whole or in part, without premium or penalty, at any time prior to the maturity date thereof, at a price equal to two (2) times the Fixed Payment Amount (in each case, as appropriate to the Contingent Note, whether a Class A Contingent Note or a Class B Contingent Note), together with accrued and unpaid interest thereon to and including the date of such payment, with respect to each remaining year ending December 31 (including the year in which such prepayment occurs) following such date of prepayment; provided, however, that if, in the judgment of a majority of the full Board of Directors of AmeriPath (which judgment is made based upon the written advice of counsel, a copy of which shall be provided to the Sellers)AmeriPath, it is determined that the Contingent Notes, or the holding of the Contingent Notes by the Sellersany Seller, may violate any Regulation or Order of any Authority (as such terms are defined in Section 12.3), then, at AmeriPath's sole discretion option and election (as recommended by counsel to Ameripath), the Contingent Notes may be canceled Notes, (i) shall become fixed obligations, payable in accordance with their terms without the requirement of satisfaction of any condition or contingency relating to Operating Earnings (or Cumulative Operating Earnings), and voided and with the Board of Directors of AmeriPathprincipal amount payable under each outstanding Contingent Note with respect to each remaining year being fixed at the Fixed Payment Amount (in each case, in their sole and absolute discretion acting in good faith, shall provide the Sellers a reasonably equivalent economic and financial substitute consideration therefor. In its sole and absolute discretion, AmeriPath may prepay as appropriate to the Contingent Notes by payingNote, whether a Class A Contingent Note or a Class B Contingent Note), or (ii) shall be prepaid in full at the aggregateFixed Payment Amount (in each case, $900,000.00 for each year remaining under as appropriate to the Contingent NotesNote, whether a Class A Contingent Note or a Class B Contingent Note) with respect to each remaining year thereunder (together with any accrued and unpaid interest thereon). AmeriPath shall give the Sellers holders of the Contingent Notes irrevocable written notice of any prepayment permitted hereunder not less than three (3) business days prior to the prepayment date, specifying such prepayment and the amount of the Contingent Notes proposed to be prepaid on such date, whereupon such principal amount of the Contingent Note Notes specified in such notice, together with accrued interest thereon, shall become due and payable on the prepayment date. The Each and every partial prepayment of the Contingent Notes shall be made with respect to all of the Contingent Notes then outstanding, rather than with respect to any portion thereof, and the aggregate amount of each partial prepayment shall be allocated among each all of the holders of the Contingent Notes at the time outstanding pro rata in proportion to the unpaid principal amounts of the Contingent Notes held by each of such holders.
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Maturity, Redemption and Prepayments. For each period for which Operating Earnings or Cumulative Operating Earnings equal or exceed the applicable Minimum Target, the Appropriate Principal Amount of the Contingent Notes, together with interest accrued on such Appropriate Principal Amount, shall become due and payable and shall be paid as provided in subparagraph (a) above. If, in the reasonable judgment of a majority of the full Board of Directors of AmeriPath (which judgment is made based upon the written advice of counsel, a copy of which shall be provided to the Sellers), it is determined that the Contingent Notes, or the holding of the Contingent Notes by the Sellers, may violate any Regulation or Order of any Authority (as such terms are defined in Section 12.3), then, at AmeriPath's sole discretion (as recommended by counsel to Ameripath), the Contingent Notes may be canceled and voided and the Board of Directors of AmeriPath, in their sole and absolute discretion acting in good faith, shall provide the Sellers a reasonably equivalent economic and financial substitute consideration therefor. In its sole and absolute discretion, AmeriPath may prepay the Contingent Notes by paying, in the aggregate, $900,000.00 350,000.00 for each year remaining under the Contingent Notes. AmeriPath shall give the Sellers irrevocable written notice of any prepayment permitted hereunder not less than three (3) business days prior to the prepayment date, specifying such prepayment and the amount of the Contingent Notes proposed to be prepaid on such date, whereupon such principal amount of the Contingent Note Notes specified in such notice, together with accrued interest thereon, shall become due and payable on the prepayment date. The aggregate amount of each partial prepayment shall be allocated among each of the holders of the Contingent Notes at the time outstanding pro rata in proportion to the unpaid principal amounts of the Contingent Notes held by each of such holders.
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Maturity, Redemption and Prepayments. For each period for which Operating Earnings or Cumulative Operating Earnings equal or exceed the applicable Minimum Target, the Appropriate Principal Amount of the Contingent Notes, together with interest accrued on such Appropriate Principal Amount, shall become due and payable and shall be paid as provided in subparagraph (a) above. If, in the reasonable judgment of a majority of the full Board of Directors of AmeriPath (which judgment is made based upon the written advice of counsel, a copy of which shall be provided to the Sellers), it is determined that the Contingent Notes, or the holding of the Contingent Notes by the Sellers, may violate any Regulation or Order of any Authority (as such terms are defined in Section 12.3), then, at AmeriPath's sole discretion (as recommended by counsel to Ameripath), the Contingent Notes may be canceled immediately converted into non-contingent promissory notes, payable in the amounts and voided at the time intervals that would be applicable pursuant to the Contingent Notes if the Operating Earnings for the then current 12-month period, and each of the Board subsequent 12- month periods, of Directors the Contingent Notes were equal to the average of the Operating Earnings for all prior full 12-month periods of the Contingent Notes, provided if such decision occurs during the first two 12-month periods (i.e. prior to September 30, 1998), then the Operating Earnings for each 12-month period for purposes of computing future payments under this Section 1.2(f) shall be deemed to be $2,275,000. If AmeriPath in good faitx xxxxx xxxre to be a legal problem with Sellers holding any promissory notes of AmeriPath, in their sole and absolute discretion acting in good faitheven non-contingent notes, shall provide then AmeriPath will pay the Sellers in one lump sum the total principal amounts that would be payable over time pursuant to the preceding sentence along with interest computed through the date of such payment. AmeriPath shall indemnify the Sellers from any and all costs, damage, losses, or expenses, that may arise as a reasonably equivalent economic and financial substitute consideration thereforresult of the Contingent Notes violating any Regulation or Order of any Authority. In its sole and absolute discretion, AmeriPath may prepay the Contingent Notes by paying, in the aggregate, $900,000.00 568,750.00 for each year (or portion thereof) remaining under the Contingent Notes, along with applicable interest as of the date of prepayment. AmeriPath shall give the Sellers irrevocable written notice of any prepayment permitted hereunder not less than three (3) business days prior to the prepayment date, specifying such prepayment and the amount of the Contingent Notes proposed to be prepaid on such date, whereupon such principal amount of the Contingent Note specified in such notice, together with accrued interest thereon, shall become due and payable on the prepayment date. The aggregate amount of each partial prepayment shall be allocated among each of the holders of the Contingent Notes at the time outstanding pro rata in proportion to the unpaid principal amounts of the Contingent Notes held by each of such holders.
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