Sale Events. In the event of a Sale Event, as defined in the ----------- attached Restricted Stock Agreement, any unvested tranches of Shares will be deemed Vested Shares as of the closing of such transaction (and the Repurchase and Section 4 of the attached Agreement shall no longer apply to such Shares). However, the vesting provisions set forth herein will not change upon an Initial Public Offering (as defined in the attached Restricted Stock Agreement) and the Repurchase under Section 3 of the attached Restricted Stock Agreement will remain in effect following any such event.
Sale Events. (a) If any Sale Event shall occur at any time that this Note shall remain outstanding (including, without limitation, to the extent that a portion of this Note remains outstanding following any conversion contemplated by Section 4 hereof), (x) the Company shall, no later than ten (10) business days prior to the closing of such Sale Event but no earlier than ninety days prior to the reasonably anticipated closing date of such Sale Event (as contemplated by any bona fide term sheet, letter of intent or similar indication of interest delivered to the Company by the proposed acquirer in respect of such Sale Event), deliver written notice (a “Sale Event Notice”) to the Holder of the occurrence of such Sale Event, which Sale Event Notice shall describe in reasonable detail the terms of such Sale Event (including, without limitation, (A) the cash amount payable in respect of each share of Common Stock in such Sale Event, (B) a description of any non-cash consideration payable in respect of each share of Common Stock in such Sale Event, (C) any other material terms and conditions of such Sale Event and (D) the anticipated date of the Sale Event, and (y) this Note shall, on the closing date of such Sale Event, automatically be repaid as provided in Section 4.4(a)(i) below or be converted as provided in Section 4.4(a)(ii) below. The Holder shall, by delivery of written notice thereof to the Company within five (5) business days after delivery of the Sale Event Notice referred to in clause (x) above, elect to either:
(i) require the Company to pay to the Holder in cash, upon the closing or occurrence of such Sale Event and in full satisfaction of this Note, an amount (the “Repayment Amount”) equal to the product of (i) either (x) 133.33%, in the event such Sale Event shall occur on or prior to June 30, 2013, or (y) 142.86%, in the event such Sale Event shall occur after June 30, 2013, times (ii) the outstanding principal amount of this Note together with all accrued and unpaid interest thereon; or
(ii) convert the aggregate outstanding principal balance of this Note and all accrued and unpaid interest thereon, into that number of shares of Common Stock determined by dividing (A) the Conversion Amount as of the Sale Event, by (B) the Sale Event Conversion Price. In the event that, in connection with any Sale Event, the Holder shall elect to be paid the Repayment Amount in cash in accordance with clause (i) above, the Company shall be required to pay to the Holder, on ...
Sale Events. Upon the occurrence of any of the following events (each a "SALE EVENT"), the Corporation, AGS, SDS and/or HMS shall have the option to purchase all of the Shares of a Minority Stockholder (the "AFFECTED STOCKHOLDER"), at the Purchase Price and upon the Payment Terms, pursuant to the provisions of this Section 6:
(i) the death of the Affected Stockholder;
(ii) the entry of a judgment awarding all or any part of the Shares of the Affected Stockholder to any person who is not a Party;
(iii) the filing or recording of any levy or attachment against the Shares of the Affected Stockholder;
(iv) the occurrence, with respect to the Affected Stockholder, of any of the following: (A) filing a voluntary petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Federal Bankruptcy Code (as now or in the future amended) or an admission seeking the relief therein provided; (B) making a general assignment for the benefit of creditors; (C) consenting to the appointment of a receiver for all or a substantial part of the Affected Stockholder's property; (D) in the case of the filing of an involuntary petition in bankruptcy, an entry of an order for relief; (E) the entry of a court order appointing a receiver or trustee for all or a substantial part of the Affected Stockholder's property without his consent; or (F) the assumption of custody or sequestration by a court of competent jurisdiction of all or substantially all of the Affected Stockholder's property; or
(v) in the event that KJG is the Affected Stockholder, the termination of employment of such Affected Stockholder with the Corporation, voluntarily or involuntarily, with or without cause.
Sale Events. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of this Stock Option, or the substitution of the Stock Option with a new award of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per-share exercise price, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of the Stock Option, upon the effective time of the Sale Event, the Stock Option shall terminate. In such case, if the Stock Option is not exercisable immediately prior to the effective time of the Sale Event, the Stock Option shall become fully exercisable as of the effective time of the Sale Event in the Administrator’s discretion. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the Optionee in exchange for the cancellation of the Stock Option in an amount equal to the difference between (A) the Sale Price multiplied by the Number of Option Shares (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of the Stock Option; or (ii) the Optionee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding shares of Stock under the Stock Option (to the extent then exercisable). If the Stock Option is assumed, continued or substituted in connection with a Sale Event, the Stock Option shall become fully vested and nonforfeitable if the Optionee is terminated without Cause by the Company (or its successor) in connection with, or within 12 months following, the Sale Event.
Sale Events. Upon the occurrence of a Sale Event, all of the Shares shall be deemed Vested Shares. However, the vesting provisions and the Repurchase set forth herein will remain in effect and not change upon an Initial Public Offering or other public offering.
Sale Events. (a) Upon the occurrence of each Sale Event prior to the maturity of the New Loan and prior to WSI's acceleration of the 3C1 Note), a fee shall be due to WSI in accordance with the following schedule: DATE OF SALE EVENT FEE Prior to March 1, 1999 $20,000 After February 28 and prior to April 1, 1999 30,000 After March 31 but prior to May 1, 1999 40,000 After April 30, 1999 50,000 This fee shall be due and payable by 3C1 no later than three days following the occurrence of the Sale Event. If more than one Sale Event occurs prior to the maturity of the New Loan (and prior to WSI's acceleration of the 3C1 Note), the aggregate fees payable under this Paragraph 5(a) shall not exceed $50,000. 3C1 shall apply the net proceeds received from each Sale Event (after payment of any fee due to WSI under this Paragraph 5(a)) to repayment of the New Loan (to be applied in the following order: first to unpaid fees and expenses under this Agreement; then to accrued interest; and then to principal).
(b) If no Sale Event has occurred prior to May 1, 1999, a fee of $15,000 shall be due to WSI. If no Sale Event has occurred prior to July 1, 1999, an additional fee of $35,000 shall be due to WSI. If incurred, these fees shall be due and payable on May 1 and July 1, 1999, respectively. 3C1 shall be entitled to a credit against any fees otherwise payable under
(a) but not exceeding the amount of those fees) for any fees paid under this Paragraph 5~).
(c) If WSI accelerates the 3C1 Note in accordance with its terms, a fee of $50,000 shall be due to WSI. This fee shall be due upon acceleration of the 3C1 Note. 3C1 shall be entitled to a credit against this fee but not exceeding the amount of the fee) for any fees paid under Paragraphs 5(a) and (b) prior to acceleration of the 3C1 Note.
(d) Any fees payable under Paragraphs 5(a), (b) and (c) shall be additional indebtedness evidenced by the 3C1 Note and secured by the Security Documents.
(e) As used in this Paragraph 5, the term "Sale Event" means the closing of 3C1's sale of a portion of its business (for example, selected routes, equipment and/or a treatment center) in which the consideration paid to 3C1 (including liabilities assumed by the purchaser) exceeds $50,000.
Sale Events. (i) Section 4.1 of the Agreement is hereby amended and restated in its entirety as follows: “
Sale Events. Upon the occurrence of a Sale Event in which the Company's assets or stock is acquired for consideration other than stock, the Company shall have the right, exercisable as of the closing of such Sale Event or within 30 days thereafter, to acquire all Restricted Shares held by the Grantee and any Permitted Transferees as of the effective date of such Sale Event at the per share purchase price specified in the introduction to this Agreement, subject to adjustment as provided above. In the event of a Sale Event involving an exchange of stock of the Company for stock of another company, the provisions of this Agreement, including the Repurchase and the vesting schedule set forth above, shall remain applicable to the Shares held by the Grantee. The Company shall have the right, exercisable in its discretion in connection with any Sale Event or otherwise, not to acquire some or all of the Restricted Shares and/or to accelerate vesting with respect to some or all of the Restricted Shares.
Sale Events. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of this Award of Restricted Stock Units, or the substitution of the Award of Restricted Stock Units with a new award of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of the Award of Restricted Stock Units, upon the effective time of the Sale Event, the Restricted Stock Units shall become fully vested and then shall terminate following the issuance of the shares of Stock hereunder. In the event of such termination, the Company shall have the option (in its sole discretion and in lieu of the issuance of shares of Stock subject to the Restricted Stock Units) to make or provide for a cash payment to the Grantee in exchange for the cancellation of the Restricted Stock Units in an amount equal to the Sale Price multiplied by the number of shares of Stock subject to the Restricted Stock Units.
Sale Events
