Common use of Termination of Stock Rights; Call on AmeriPath Stock Clause in Contracts

Termination of Stock Rights; Call on AmeriPath Stock. For each period for which Gulf Coast's Operating Earnings, or Cumulative Earnings, as the case may be, exceed the Minimum Stock Target, the corresponding Applicable Stock Amount shall become earned and shall be delivered 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 Stock Rights, or the holding of the AmeriPath Stock by the Sellers, may violate any Regulation or Order of any Authority, then, at AmeriPath's sole discretion and option (as recommended by counsel to Ameripath), (i) the Stock Rights may be canceled and voided (and the parties will endeavor in good faith to arrive at a reasonably equivalent substitute consideration therefor), and (ii) all outstanding shares of AmeriPath Stock issued to or held by the Sellers may be redeemed or purchased by AmeriPath (the "Call"), and the Sellers hereby irrevocably and unconditionally agree to sell such stock to AmeriPath upon any such Call, at its then fair market value (as determined in good faith by AmeriPath's Board of Directors). AmeriPath shall give the holders of the AmeriPath Stock irrevocable written notice of any cancellation of the Stock Rights and any Call of the AmeriPath Stock permitted hereunder not less than three (3) business days prior to the date of such event, specifying such termination and/or Call and the amount to be paid for the AmeriPath Stock on the closing date specified therein, whereupon such amount specified in such notice, upon receipt by AmeriPath of the certificates therefor at the closing thereof, shall be paid to the Sellers.

Termination of Stock Rights; Call on AmeriPath Stock. For each period for which Gulf CoastSLA's Operating Earnings, or Cumulative Earnings, as the case may be, exceed the Minimum Stock Target, the corresponding Applicable Stock Amount shall become earned and shall be delivered 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 Stock Rights, or the holding of the AmeriPath Stock by the Sellers, may violate any Regulation or Order of any Authority, then, at AmeriPath's sole discretion and option (as recommended by counsel to Ameripath), (i) the Stock Rights may be canceled upon the issuance to Sellers of the number of shares of AmeriPath Stock that Sellers would be entitled to pursuant to this Section 1.3 if the Operating Earnings for the current 12-month period and voided each of the subsequent 12-month periods through September 30, 2001 were equal to the average of the Operating Earnings for all prior full 12-month periods, provided if such a determination is made during the first two 12-month periods (and i.e. before September 30, 1998) then the parties will endeavor in good faith Operating Earnings for each 12-month period, for purposes of computing the amount of shares of AmeriPath Stock payable to arrive at a reasonably equivalent substitute consideration therefor)the Seller(s) hereunder, and shall be deemed to be $2,275,000, or (ii) if it is determined that ownership of AmeriPath Stock by Sellers could violate a Regulation or Order, then the Stock Rights may be canceled and all outstanding shares of AmeriPath Stock issued to or held by the Sellers (and all AmeriPath Stock that would have been issued to Sellers if AmeriPath had elected to proceed under "(i)" of this Section 1.3(d)) may be redeemed or purchased by AmeriPath (the "Call"), and the Sellers hereby irrevocably and unconditionally agree to sell such stock to AmeriPath upon any such Call, at its then fair market value the greater of (as determined in good faith by i) $15 per share of AmeriPath Stock, or (ii) if AmeriPath Stock is publicly traded on a national exchange, the average closing price for AmeriPath Stock on the applicable exchange for the ten consecutive trading days immediately preceding the date of AmeriPath's Board of Directors)determination to call the AmeriPath Stock and Stock Rights. AmeriPath shall give the holders of the AmeriPath Stock irrevocable Sellers written notice of any cancellation of the Stock Rights and any Call of the AmeriPath Stock permitted hereunder such election not less than three (3) business days prior to the closing date of such event, specifying such termination and/or Call and the amount to be paid for the AmeriPath Stock on the closing date specified therein, whereupon such amount specified in such notice, upon receipt by AmeriPath of the certificates therefor at the closing thereof, shall be paid to the Sellers.

Termination of Stock Rights; Call on AmeriPath Stock. For each period for which Gulf Coast's Operating Earnings, or Cumulative Earnings, as the case may be, exceed the Minimum Stock Target, the corresponding Applicable Stock Amount shall become earned and shall be delivered 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 legal opinion of independent counsel, a copy of which shall be provided delivered to the SellersSeller), it is determined that the Stock Rights, or the holding of the AmeriPath Stock by the SellersSeller, may violate violates any Regulation or Order of any AuthorityAuthority and divestiture of such Stock Rights and AmeriPath Stock is required by such Regulation or Order, then, at AmeriPath's sole discretion and option (as recommended by counsel to Ameripath)option, (i) the Stock Rights may be canceled and voided (and the parties will shall endeavor in good faith to arrive at a reasonably equivalent substitute consideration therefor), including, if permissible, contingent cash payments) and (ii) all outstanding shares of AmeriPath Stock issued to or held by the Sellers Seller may be redeemed or purchased by AmeriPath (the "Call"), and the Sellers Seller hereby irrevocably and unconditionally agree agrees to sell such stock to AmeriPath upon any such Call, at its then fair market value (as determined in good faith by AmeriPath's Board of Directors, provided, however, the Seller, at his own expense, may refer the matter to an independent public accounting or investment banking firm which firm's decision shall be final and binding unless the Purchaser refers the matter to its independent public accounting firm, in which case, the average of the decisions of the two firms shall be the final and binding resolution of the matter). AmeriPath shall give the holders of the AmeriPath Stock Seller irrevocable written notice of any cancellation of the Stock Rights and any Call of the AmeriPath Stock permitted hereunder not less than three five (35) business days prior to the date of such event, specifying such termination and/or Call and the amount to be paid for the AmeriPath Stock on the closing date specified therein, whereupon such amount specified in such notice, upon receipt by AmeriPath of the certificates therefor at the closing thereof, shall be paid to the SellersSeller.

Termination of Stock Rights; Call on AmeriPath Stock. For each period for which Gulf CoastRichfield's Operating Earnings, or Cumulative Earnings, as the case may be, exceed the Minimum Stock Target, the corresponding Applicable Stock Amount shall become earned and shall be delivered as provided in subparagraph (a) above. If, in the - 8 - 15 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)AmeriPath, it is determined that the Stock Rights, or the holding of the AmeriPath Stock by the Sellers, may violate any Regulation or Order of any Authority, then, at AmeriPath's sole discretion and option (as recommended by counsel to Ameripath), (i) the Stock Rights may be canceled and voided (and the parties will endeavor in good faith to arrive at a reasonably equivalent substitute consideration therefor), and (ii) all outstanding shares of AmeriPath Stock issued to or held by the Sellers may be redeemed or purchased by AmeriPath (the "Call"), and the Sellers hereby irrevocably and unconditionally agree to sell such stock to AmeriPath upon any such Call, at its then fair market value (as determined in good faith by AmeriPath's Board of Directors). AmeriPath shall give the holders of the AmeriPath Stock irrevocable written notice of any cancellation of the Stock Rights and any Call of the AmeriPath Stock permitted hereunder not less than three (3) business days prior to the date of such event, specifying such termination and/or Call and the amount to be paid for the AmeriPath Stock on the closing date specified therein, whereupon such amount specified in such notice, upon receipt by AmeriPath of the certificates therefor at the closing thereof, shall be paid to the Sellers.