Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3, the Stockholder shall sell or transfer or agree to sell or transfer ("Sale" or "Sell") Restricted Stock only in accordance with the following procedures; provided, however, that with respect to this paragraph 4(a), Restricted Stock, at any point in time, shall be limited to Vested Shares and at no time shall the Stockholder have the right to sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 Act: (b) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion of the Restricted Stock owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period. (c) Sales of Restricted Stock under the terms of paragraph 4(b) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock duly endorsed for transfer shall be made on such date against payment of the purchase price therefor. (d) If the Company fails to purchase the Restricted Stock offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the Restricted Stock so offered for Sale on terms no more favorable than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of Restricted Stock would be contrary to the best interests of the Company. In the event that the Restricted Stock is not Sold by the Stockholder to the Prospective Stockholder during such period, the right of the Stockholder to Sell such remaining Restricted Stock to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph 4 shall be reinstated. (e) Any transferee of Restricted Stock (other than the Company) shall, as a condition to such transfer, agree to be bound by all of the provisions of this Agreement applicable to the Stockholder. (f) The certificates representing the Restricted Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 1, 1996, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." (g) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate on a pro rata basis (based on the number of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations set forth in this paragraph 4(g); provided, however, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an initial public offering of the Company's Common Stock pursuant to the 0000 Xxx. (h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 2 contracts
Samples: Restricted Stock Agreement (BMJ Medical Management Inc), Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3Section 3 and except for Permitted Transfers, the no Stockholder shall may sell or transfer or agree to sell or transfer ("Sale" or "Sell") any Restricted Stock only Shares unless such Sale shall be in accordance with the following proceduresprocedures set forth in this Section 4; provided, however, that with respect to this paragraph 4(a)Section 4, Restricted StockShares, at any point in time, shall be limited to Vested Shares and at no time shall the any Stockholder have the right to sell Sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock (other than pursuant to the 1933 Act:Section 3 above):
(ba) In the event that the a Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion part of the Restricted Stock Shares owned by the such Stockholder, the such Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock Shares proposed to be Sold by the such Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock Shares so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the such Stockholder within said fifteen (15) business-day period.
(cb) Sales of Restricted Stock Shares under the terms of paragraph 4(bSection 4(a) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock Shares duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(dc) If the Company fails to purchase all of the Restricted Stock Shares offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the such Stockholder may Sell all or any part of the remaining Restricted Stock Shares so offered for Sale on terms no more favorable to the Prospective Stockholder than the terms stated in the Offer Notice; provided, however, that the such Stockholder shall not, under any circumstances, Sell any Restricted Stock Shares to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of such Restricted Stock Shares would be contrary to the best interests of the Company. In the event that the all of such Restricted Stock is Shares are not Sold by the such Stockholder to the Prospective Stockholder during such period, the right of the such Stockholder to Sell such remaining Restricted Stock Shares to the Prospective Stockholder shall expire and the obligations of the such Stockholder pursuant to this paragraph Section 4 shall be reinstated.
(ed) Any transferee of Restricted Stock Permitted Transferee (other than the Company) shall, as a condition to such transfer, (i) agree to be bound by all of the provisions of this Agreement applicable to such Stockholder and shall evidence such agreement by executing and delivering to the StockholderCompany a joinder to this Agreement in form and substance satisfactory to the Company, and (ii) if such transferee is a partner in or an equity owner or employee of the Medical Group, execute a noncompetition agreement in form and substance satisfactory to the Company (if such transferee is not, as of the date of such transfer, a party to such an agreement with the Company).
(fe) The certificates certificate(s) representing the Restricted Stock Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS OPTIONS, TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 1OCTOBER 31, 19961997, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINTBMJ MEDICAL MANAGEMENT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(gf) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate The restrictions on a pro rata basis (based on the number transfers of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations Vested Shares set forth in this paragraph 4(g); providedSection 4 shall expire, howeverand shall be of no further force or effect, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an the initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3Section 3 and except for Permitted Transfers, the Stockholder shall may not sell or transfer or agree to sell or transfer ("Sale" or "Sell") any Restricted Stock only Shares unless such Sale shall be in accordance with the following proceduresprocedures set forth in this Section 4; provided, however, that with respect to this paragraph 4(a)Section 4, Restricted StockShares, at any point in time, shall be limited to Vested Shares and at no time shall the Stockholder have the right to sell Sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth (except as provided in this paragraph 4 shall expire, Sections 3(b) and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 Act:3(d) hereof):
(ba) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion part of the Restricted Stock Shares owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock Shares proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock Shares so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period.
(cb) Sales of Restricted Stock Shares under the terms of paragraph 4(bSection 4(a) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock Shares duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(dc) If the Company fails to purchase all of the Restricted Stock Shares offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the remaining Restricted Stock Shares so offered for Sale on terms no more favorable to the Prospective Stockholder than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock Shares to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of such Restricted Stock Shares would be contrary to the best interests of the Company. In the event that the all of such Restricted Stock is Shares are not Sold by the Stockholder to the Prospective Stockholder during such period, the right of the Stockholder to Sell such remaining Restricted Stock Shares to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph Section 4 shall be reinstated.
(ed) Any transferee of Restricted Stock Permitted Transferee (other than the Company) shall, as a condition to such transfer, (i) agree to be bound by all of the provisions of this Agreement applicable to the StockholderStockholder and shall evidence such agreement by executing and delivering to the Company a joinder to this Agreement in form and substance satisfactory to the Company, and (ii) if such transferee is an equity owner or employee of the Medical Group, execute a noncompetition agreement in form and substance satisfactory to the Company (if such transferee is not, as of the date of such transfer, a party to such an agreement with the Company).
(fe) The certificates certificate(s) representing the Restricted Stock Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS OPTIONS, TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 1JULY 3, 19961997, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(gf) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate The restrictions on a pro rata basis (based on the number transfers of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations Vested Shares set forth in this paragraph 4(g); providedSection 4 shall expire, howeverand shall be of no further force or effect, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an the initial public offering of the Company's Common Stock pursuant to the 0000 Xxx1933 Act.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3Section 3 and except for Permitted Transfers, the Stockholder shall may not sell or transfer or agree to sell or transfer ("Sale" or "Sell") any Restricted Stock only Shares unless such Sale shall be in accordance with the following proceduresprocedures set forth in this Section 4; provided, however, that with respect to this paragraph 4(a)Section 4, Restricted StockShares, at any point in time, shall be limited to Vested Shares and at no time shall the Stockholder have the right to sell Sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth (except as provided in this paragraph 4 shall expire, Sections 3(b) and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 Act:3(d) hereof):
(ba) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion part of the Restricted Stock Shares owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock Shares proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock Shares so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period.
(cb) Sales of Restricted Stock Shares under the terms of paragraph 4(bSection 4(a) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock Shares duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(dc) If the Company fails to purchase all of the Restricted Stock Shares offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the remaining Restricted Stock Shares so offered for Sale on terms no more favorable to the Prospective Stockholder than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock Shares to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of such Restricted Stock Shares would be contrary to the best interests of the Company. In the event that the all of such Restricted Stock is Shares are not Sold by the Stockholder to the Prospective Stockholder during such period, the right of the Stockholder to Sell such remaining Restricted Stock Shares to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph Section 4 shall be reinstated.
(ed) Any transferee of Restricted Stock Permitted Transferee (other than the Company) Company and any transferee pursuant to Section 17.5 of the Management Services Agreement), shall, as a condition to such transfer, (i) agree to be bound by all of the provisions of this Agreement applicable to the StockholderStockholder and shall evidence such agreement by executing and delivering to the Company a joinder to this Agreement in form and substance satisfactory to the Company, and (ii) if such transferee is a partner in or an equity owner of the Medical Group, execute a noncompetition agreement in form and substance satisfactory to the Company (if such transferee is not, as of the date of such transfer, a party to such an agreement with the Company).
(fe) The certificates certificate(s) representing the Restricted Stock Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UN DER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS OPTIONS, TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 1MAY 6, 19961997, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(gf) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate The restrictions on a pro rata basis (based on the number transfers of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations Vested Shares set forth in this paragraph 4(g); providedSection 4 shall expire, howeverand shall be of no further force or effect, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an initial public offering of the Company's Common Stock pursuant to the 0000 Xxx1933 Act.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3for Permitted Transfers, the Stockholder shall may not sell or transfer or agree to sell or transfer ("Sale" or "Sell") any Restricted Stock only Shares unless such Sale shall be in accordance with the following procedures; provided, however, that with respect to this paragraph 4(a), Restricted Stock, at any point in time, shall be limited to Vested Shares and at no time shall the Stockholder have the right to sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares procedures set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 ActSection 3:
(ba) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion part of the Restricted Stock Shares owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock Shares proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all or any part of the Restricted Stock Shares so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period.
(c) Sales of Restricted Stock under the terms of paragraph 4(b) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(d) If the Company fails to purchase the Restricted Stock offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the Restricted Stock so offered for Sale on terms no more favorable than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of Restricted Stock would be contrary to the best interests of the Company. In the event that the Restricted Stock is not Sold by the Stockholder to the Prospective Stockholder during such period, the right of the Stockholder to Sell such remaining Restricted Stock to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph 4 shall be reinstated.
(e) Any transferee of Restricted Stock (other than the Company) shall, as a condition to such transfer, agree to be bound by all of the provisions of this Agreement applicable to the Stockholder.
(f) The certificates representing the Restricted Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 1, 1996, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(g) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate on a pro rata basis (based on the number of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations set forth in this paragraph 4(g); provided, however, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).the
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3Section 3 and except for Permitted Transfers, the no Stockholder shall may sell or transfer or agree to sell or transfer ("Sale" or "Sell") any Restricted Stock only Shares unless such Sale shall be in accordance with the following proceduresprocedures set forth in this Section 4; provided, however, that with respect to this paragraph 4(a)Section 4, Restricted StockShares, at any point in time, shall be limited to Vested Shares and at no time shall the any Stockholder have the right to sell Sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock (other than pursuant to the 1933 Act:Section 3 above):
(ba) In the event that the a Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion part of the Restricted Stock Shares owned by the such Stockholder, the such Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock Shares proposed to be Sold by the such Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all or any part of the Restricted Stock Shares so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the such Stockholder within said fifteen (15) business-day period.
(cb) Sales of Restricted Stock Shares under the terms of paragraph 4(bSection 4(a) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock Shares duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(dc) If the Company fails to purchase all of the Restricted Stock Shares offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the such Stockholder may Sell all or any part of the remaining Restricted Stock Shares so offered for Sale on terms no more favorable to the Prospective Stockholder than the terms stated in the Offer Notice; provided, however, that the such Stockholder shall not, under any circumstances, Sell any Restricted Stock Shares to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of such Restricted Stock Shares would be contrary to the best interests of the Company. In the event that the all of such Restricted Stock is Shares are not Sold by the such Stockholder to the Prospective Stockholder during such period, the right of the such Stockholder to Sell such remaining Restricted Stock Shares to the Prospective Stockholder shall expire and the obligations of the such Stockholder pursuant to this paragraph Section 4 shall be reinstated.
(ed) Any transferee of Restricted Stock Permitted Transferee (other than the Company) shall, as a condition to such transfer, (i) agree to be bound by all of the provisions of this Agreement applicable to a Stockholder and shall evidence such agreement by executing and delivering to the StockholderCompany a joinder to this Agreement in form and substance satisfactory to the Company, and (ii) if such transferee is a partner in or an equity owner or employee of the Medical Group, execute a noncompetition agreement in form and substance satisfactory to the Company (if such transferee is not, as of the date of such transfer, a party to such an agreement with the Company).
(fe) The certificates certificate(s) representing the Restricted Stock Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS OPTIONS, TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 1OCTOBER 16, 19961997, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINTBMJ MEDICAL MANAGEMENT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."WITHOUT
(gf) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate The restrictions on a pro rata basis (based on the number transfers of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations Vested Shares set forth in this paragraph 4(g); providedSection 4 shall expire, howeverand shall be of no further force or effect, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an the initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3No Holder will sell, the Stockholder shall sell or transfer or agree otherwise dispose of any Warrant or Warrant Share other than to sell an Affiliate of such Holders or transfer ("Sale" or "Sell") Restricted Stock only in accordance a transaction that complies with the following procedures; providedregistration requirements of Section 5 of the Securities Act or pursuant to an exemption (including, howeverwithout limitation, that with respect sales under Rules 144 and 144A promulgated under the Securities Act) therefrom. If any Holder desires to this paragraph 4(a)transfer any Warrant or Warrant Shares other than pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 or l44A, Restricted Stockthen such Holder shall deliver, at any point in timesuch Holder's transfer, shall be limited together with an opinion of counsel reasonably satisfactory to Vested Shares and at no time shall the Stockholder have the right to sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 Act:
(b) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion of the Restricted Stock owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period.
(c) Sales of Restricted Stock under the terms of paragraph 4(b) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(d) If the Company fails to purchase the Restricted Stock offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the Restricted Stock so offered for Sale on terms no more favorable than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith to the effect that an exemption from registration under the Prospective Stockholder Securities Act is a competitor, available. Each Warrant or an Affiliate of a competitor, certificate or instrument (if any) representing the Warrant Shares issued upon exercise of the Company Warrants (and each Warrant or that certificate or instrument (if any) representing the Warrant Shares issued to transferees of such Prospective Stockholder's ownership of Restricted Stock would be contrary to Warrant or certificate or instrument (if any)), unless at such time as the best interests same is no longer required under the applicable 28 29 requirements of the Company. In the event that the Restricted Stock is not Sold by the Stockholder to the Prospective Stockholder during such periodSecurities Act, the right of the Stockholder to Sell such remaining Restricted Stock to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph 4 shall be reinstated.
(e) Any transferee of Restricted Stock (other than the Company) shall, as a condition to such transfer, agree to be bound by all of the provisions of this Agreement applicable to the Stockholder.
(f) The certificates representing the Restricted Stock will bear the following legendlegends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE OR INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT." "THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH THE CONDITIONS SPECIFIED IN A RESTRICTED STOCK CERTAIN WARRANT AGREEMENT DATED AS OF NOVEMBER 1FEBRUARY 5, 19961997, BETWEEN AS THE STOCKHOLDER SAME MAY BE MODIFIED, AND BONE, MUSCLE AND JOINT, INCNO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF SUCH THE FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE OBTAINED INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE HOLDER HEREOF AT PROVISIONS OF THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGEWARRANT AGREEMENT."
(g) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to " The foregoing legends will be removed by the Company ("Selling Shareholders"a) shall give upon any sale of Warrants or Warrant Shares in accordance with Rule 144 (or any successor provision thereof) or pursuant to an effective registration statement, (b) at any time after three years (or such shorter period specified in Rule 144(k) or any successor provision thereof) from the Date of Issuance of any Warrant (as defined in the Warrant) upon certification from the Holder that such Holder is not an affiliate of the Company (as defined for purposes of such Rule 144 or any such successor provision) and that, to the Stockholder best of such Holder's knowledge, the right to participate on a pro rata basis relevant Warrant or Warrant Shares were not acquired for purposes of Rule 144 from the Company or any affiliate of the Company within the past three years (based on the number of shares owned, whether preferred or common, held such shorter period) or (c) upon receipt by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any the relevant Holder of such certifications or legal opinions as it may reasonably request to enable it to determine that such legend is no longer required in order to satisfy the requirements of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations set forth in this paragraph 4(g); provided, however, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an initial public offering of the Company's Common Stock pursuant to the 0000 XxxSecurities Act.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Warrant Agreement (Consumers Us Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3Section 3 and except for Permitted Transfers, the no Stockholder shall may sell or transfer or agree to sell or transfer ("Sale" or "Sell") any Restricted Stock only Shares unless such Sale shall be in accordance with the following proceduresprocedures set forth in this Section 4; provided, however, that with respect to this paragraph 4(a)Section 4, Restricted StockShares, at any point in time, shall be limited to Vested Shares and at no time shall the any Stockholder have the right to sell Sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock (other than pursuant to the 1933 Act:Section 3 above):
(ba) In the event that the a Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion part of the Restricted Stock Shares owned by the such Stockholder, the such Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock Shares proposed to be Sold by the such Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all or any part of the Restricted Stock Shares so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the such Stockholder within said fifteen (15) business-day period.
(cb) Sales of Restricted Stock Shares under the terms of paragraph 4(bSection 4(a) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock Shares duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(dc) If the Company fails to purchase all of the Restricted Stock Shares offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the such Stockholder may Sell all or any part of the remaining Restricted Stock Shares so offered for Sale on terms no more favorable to the Prospective Stockholder than the terms stated in the Offer Notice; provided, however, that the such Stockholder shall not, under any circumstances, Sell any Restricted Stock Shares to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of such Restricted Stock Shares would be contrary to the best interests of the Company. In the event that the all of such Restricted Stock is Shares are not Sold by the such Stockholder to the Prospective Stockholder during such period, the right of the such Stockholder to Sell such remaining Restricted Stock Shares to the Prospective Stockholder shall expire and the obligations of the such Stockholder pursuant to this paragraph Section 4 shall be reinstated.
(ed) Any transferee of Restricted Stock Permitted Transferee (other than the Company) shall, as a condition to such transfer, (i) agree to be bound by all of the provisions of this Agreement applicable to such Stockholder and shall evidence such agreement by executing and delivering to the StockholderCompany a joinder to this Agreement in form and substance satisfactory to the Company, and (ii) if such transferee is a partner in or an equity owner or employee of the Medical Group, execute a noncompetition agreement in form and substance satisfactory to the Company (if such transferee is not, as of the date of such transfer, a party to such an agreement with the Company).
(fe) The certificates certificate(s) representing the Restricted Stock Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS OPTIONS, TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 1OCTOBER 3, 19961997, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINTBMJ MEDICAL MANAGEMENT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(gf) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate The restrictions on a pro rata basis (based on the number transfers of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations Vested Shares set forth in this paragraph 4(g); providedSection 4 shall expire, howeverand shall be of no further force or effect, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an the initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3Section 3 and except for Permitted Transfers, the no Stockholder shall may sell or transfer or agree to sell or transfer ("Sale" or "Sell") any Restricted Stock only Shares unless such Sale shall be in accordance with the following proceduresprocedures set forth in this Section 4; provided, however, that with respect to this paragraph 4(a)Section 4, Restricted StockShares, at any point in time, shall be limited to Vested Shares and at no time shall the any Stockholder have the right to sell Sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock (other than pursuant to the 1933 Act:Section 3 above):
(ba) In the event that the a Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion part of the Restricted Stock Shares owned by the such Stockholder, the such Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock Shares proposed to be Sold by the such Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all or any part of the Restricted Stock Shares so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the such Stockholder within said fifteen (15) business-day period.
(cb) Sales of Restricted Stock Shares under the terms of paragraph 4(bSection 4(a) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock Shares duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(dc) If the Company fails to purchase all of the Restricted Stock Shares offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the such Stockholder may Sell all or any part of the remaining Restricted Stock Shares so offered for Sale on terms no more favorable to the Prospective Stockholder than the terms stated in the Offer Notice; provided, however, that the such Stockholder shall not, under any circumstances, Sell any Restricted Stock Shares to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of such Restricted Stock Shares would be contrary to the best interests of the Company. In the event that the all of such Restricted Stock is Shares are not Sold by the such Stockholder to the Prospective Stockholder during such period, the right of the such Stockholder to Sell such remaining Restricted Stock Shares to the Prospective Stockholder shall expire and the obligations of the such Stockholder pursuant to this paragraph Section 4 shall be reinstated.
(ed) Any transferee of Restricted Stock Permitted Transferee (other than the Company) shall, as a condition to such transfer, (i) agree to be bound by all of the provisions of this Agreement applicable to a Stockholder and shall evidence such agreement by executing and delivering to the StockholderCompany a joinder to this Agreement in form and substance satisfactory to the Company, and (ii) if such transferee is a partner in or an equity owner or employee of the Medical Group, execute a noncompetition agreement in form and substance satisfactory to the Company (if such transferee is not, as of the date of such transfer, a party to such an agreement with the Company).
(fe) The certificates certificate(s) representing the Restricted Stock Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS OPTIONS, TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 1OCTOBER 28, 19961997, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINTBMJ MEDICAL MANAGEMENT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(gf) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate The restrictions on a pro rata basis (based on the number transfers of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations Vested Shares set forth in this paragraph 4(g); providedSection 4 shall expire, howeverand shall be of no further force or effect, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an the initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3, the Stockholder shall sell or transfer or agree to sell or transfer ("Sale" or "Sell") Restricted Stock only in accordance with the following procedures; provided, however, that with respect to this paragraph 4(a), Restricted Stock, at any point in time, shall be limited to Vested Shares and at no time shall the Stockholder have the right to sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 Act:
(b) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion of the Restricted Stock owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period.
(c) Sales of Restricted Stock under the terms of paragraph 4(b) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(d) If the Company fails to purchase the Restricted Stock offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the Restricted Stock so offered for Sale on terms no more favorable than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of Restricted Stock would be contrary to the best interests of the Company. In the event that the Restricted Stock is not Sold by the Stockholder to the Prospective Stockholder during such period, the right of the Stockholder to Sell such remaining Restricted Stock to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph 4 shall be reinstated.
(e) Any transferee of Restricted Stock (other than the Company) shall, as a condition to such transfer, agree to be bound by all of the provisions of this Agreement applicable to the Stockholder.
(f) The certificates representing the Restricted Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED EFFECTIVE AS OF NOVEMBER JULY 1, 19961997, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(g) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") The Stockholder shall give to the Stockholder have the right to participate on a pro rata basis (based on the number of shares owned, whether preferred or common, held by the Stockholders Stockholder and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders by Xxxxxx Xxxxxx, M.D. to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations set forth in this paragraph 4(g); provided, however, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3Section 3 and except for Permitted Transfers, the no Stockholder shall may sell or transfer or agree to sell or transfer ("Sale" or "Sell") any Restricted Stock only Shares unless such Sale shall be in accordance with the following proceduresprocedures set forth in this Section 4; provided, however, that with respect to this paragraph 4(a)Section 4, Restricted StockShares, at any point in time, shall be limited to Vested Shares and at no time shall the any Stockholder have the right to sell Sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock (other than pursuant to the 1933 Act:Section 3 above):
(ba) In the event that the a Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion part of the Restricted Stock Shares owned by the such Stockholder, the such Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock Shares proposed to be Sold by the such Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all or any part of the Restricted Stock Shares so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the such Stockholder within said fifteen (15) business-day period.
(cb) Sales of Restricted Stock Shares under the terms of paragraph 4(bSection 4(a) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock Shares duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(dc) If the Company fails to purchase all of the Restricted Stock Shares offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the such Stockholder may Sell all or any part of the remaining Restricted Stock Shares so offered for Sale on terms no more favorable to the Prospective Stockholder than the terms stated in the Offer Notice; provided, however, that the such Stockholder shall not, under any circumstances, Sell any Restricted Stock Shares to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of such Restricted Stock Shares would be contrary to the best interests of the Company. In the event that the all of such Restricted Stock is Shares are not Sold by the such Stockholder to the Prospective Stockholder during such period, the right of the such Stockholder to Sell such remaining Restricted Stock Shares to the Prospective Stockholder shall expire and the obligations of the such Stockholder pursuant to this paragraph Section 4 shall be reinstated.
(ed) Any transferee of Restricted Stock Permitted Transferee (other than the Company) shall, as a condition to such transfer, (i) agree to be bound by all of the provisions of this Agreement applicable to such Stockholder and shall evidence such agreement by executing and delivering to the StockholderCompany a joinder to this Agreement in form and substance satisfactory to the Company, and (ii) if such transferee is a partner in or an equity owner or employee of the Medical Group, execute a noncompetition agreement in form and substance satisfactory to the Company (if such transferee is not, as of the date of such transfer, a party to such an agreement with the Company).
(fe) The certificates certificate(s) representing the Restricted Stock Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS OPTIONS, TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER JULY 1, 1996, BETWEEN AMONG THE STOCKHOLDER STOCKHOLDER, LEHIGH VALLEY BONE, MUSCLE AND JOINT GROUP, L.L.C. AND BONE, MUSCLE AND JOINT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(gf) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate The restrictions on a pro rata basis (based on the number transfers of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations Vested Shares set forth in this paragraph 4(g); providedSection 4 shall expire, howeverand shall be of no further force or effect, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an the initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3, the Stockholder Each certificate for Warrant Shares shall sell or transfer or agree to sell or transfer ("Sale" or "Sell") Restricted Stock only in accordance with the following procedures; provided, however, that with respect to this paragraph 4(a), Restricted Stock, at any point in time, shall be limited to Vested Shares and at no time shall the Stockholder have the right to sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 Act:
(b) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion of the Restricted Stock owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period.
(c) Sales of Restricted Stock under the terms of paragraph 4(b) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(d) If the Company fails to purchase the Restricted Stock offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the Restricted Stock so offered for Sale on terms no more favorable than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of Restricted Stock would be contrary to the best interests of the Company. In the event that the Restricted Stock is not Sold by the Stockholder to the Prospective Stockholder during such period, the right of the Stockholder to Sell such remaining Restricted Stock to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph 4 shall be reinstated.
(e) Any transferee of Restricted Stock (other than the Company) shall, as a condition to such transfer, agree to be bound by all of the provisions of this Agreement applicable to the Stockholder.
(f) The certificates representing the Restricted Stock will bear the following legendlegend (and any additional legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "‘THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND CERTAIN OTHER AGREEMENTS SET FORTH MAY NOT BE SOLD OR TRANSFERRED IN A RESTRICTED STOCK AGREEMENT THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.” THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED (AS SUCH TERM IS DEFINED IN THAT SECURITIES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 1OCTOBER 2, 19962002 (THE “AGREEMENT”), BETWEEN THE STOCKHOLDER BY AND BONE, MUSCLE AND JOINTAMONG EQUINIX, INC., A DELAWARE CORPORATION (“PARENT”), THE GUARANTORS THERETO, AND THE PURCHASERS NAMED IN SCHEDULE 1 AND SCHEDULE 2 THERETO)) DURING THE PERIOD BEGINNING ON THE CLOSING DATE (AS SUCH TERM IS DEFINED IN THE AGREEMENT) AND CONTINUING TO THE DATE THAT IS 180 DAYS FOLLOWING THE CLOSING DATE. A COPY OF SUCH THE AGREEMENT MAY BE OBTAINED BY HAS BEEN FILED WITH THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE SECRETARY OF BUSINESS WITHOUT CHARGEPARENT AND IS AVAILABLE UPON REQUEST."
(ga) Xxxxxx Xxxxxx, M.D. and Any certificate issued at any venture capital firm providing funds to time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the Company ("Selling Shareholders"securities represented thereby) shall give to the Stockholder the right to participate on a pro rata basis (based on the number of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups)also bear such legend unless, in any proposed sale the opinion of stock counsel for Warrant Holder thereof (whether preferred or commonwhich counsel shall be reasonably satisfactory to Parent) in the Company from any of the Selling Shareholders securities represented thereby are not, at such time, required by law to any unaffiliated third partybear such legend. The second legend set forth above, and the Company shall require the Selling Shareholders to comply with the obligations second legend set forth in on the face of this paragraph 4(g); providedWarrant, however, that shall be removed at the obligation under this paragraph 4(g) shall become null and void upon the consummation of an initial public offering request of the Company's Common Stock pursuant to Warrant Holder following the 0000 Xxxlapse of such restriction.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3, the Stockholder shall sell or transfer or agree to sell or transfer ("Sale" or "Sell") Restricted Stock only in accordance with the following procedures; provided, however, that with respect to this paragraph 4(a), Restricted Stock, at any point in time, shall be limited to Vested Shares and at no time shall the Stockholder have the right to sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 Act:
(b) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion of the Restricted Stock owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period.
(c) Sales of Restricted Stock under the terms of paragraph 4(b) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(d) If the Company fails to purchase the Restricted Stock offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the Restricted Stock so offered for Sale on terms no more favorable than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of Restricted Stock would be contrary to the best interests of the Company. In the event that the Restricted Stock is not Sold by the Stockholder to the Prospective Stockholder during such period, the right of the Stockholder to Sell such remaining Restricted Stock to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph 4 shall be reinstated.
(e) Any transferee of Restricted Stock (other than the Company) shall, as a condition to such transfer, agree to be bound by all of the provisions of this Agreement applicable to the Stockholder.
(f) The certificates representing the Restricted Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED EFFECTIVE AS OF NOVEMBER APRIL 1, 19961997, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(g) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate on a pro rata basis (based on the number of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations set forth in this paragraph 4(g); provided, however, that the obligation under this paragraph 4(g) shall become null and void upon the consummation of an initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
Transfer Restriction Legend. (a) Except as otherwise expressly provided in paragraph 3, the Stockholder shall sell or transfer or agree to sell or transfer ("Sale" or "Sell") Restricted Stock only in accordance with the following procedures; provided, however, that with respect to this paragraph 4(a5(a), Restricted Stock, at any point in time, shall be limited to Vested Shares and at no time shall the Stockholder have the right to sell Unvested Shares; provided, further, that the restrictions on transfers of Vested Shares set forth in this paragraph 4 5 shall expire, and shall be of no further force or effect, upon the consummation of initial public offering of the Company's Common Stock pursuant to the 1933 Act:
(b) In the event that the Stockholder receives a bona fide offer from a third party (the "Prospective Stockholder") to purchase all or any portion of the Restricted Stock owned by the Stockholder, the Stockholder shall deliver to the Company a written notice (the "Offer Notice"), which shall be irrevocable for a period of fifteen (15) business days after delivery thereof (the "Offer Period"), offering (the "Offer") all of the Restricted Stock proposed to be Sold by the Stockholder to the Prospective Stockholder at the purchase price and on the terms of the proposed Sale to the Prospective Stockholder (such Offer Notice shall include the foregoing information, a copy of the Prospective Stockholder's bona fide offer and all other relevant terms of the proposed Sale, including the identification of the Prospective Stockholder). The Company shall have the right and option, for a period of fifteen (15) business days after delivery of the Offer Notice, to repurchase all of the Restricted Stock so offered at the purchase price and on the terms stated in the Offer Notice. Such acceptance shall be made by delivering a written notice to the Stockholder within said fifteen (15) business-day period.
(c) Sales of Restricted Stock under the terms of paragraph 4(b5(b) above shall be made on a mutually satisfactory business day within fifteen (15) business days after the expiration of the Offer Period. Delivery of certificates or other instruments evidencing such Restricted Stock duly endorsed for transfer shall be made on such date against payment of the purchase price therefor.
(d) If the Company fails to purchase the Restricted Stock offered for Sale pursuant to the Offer Notice, then at any time within sixty (60) business days after the expiration of the Offer Period the Stockholder may Sell all or any part of the Restricted Stock so offered for Sale on terms no more favorable than the terms stated in the Offer Notice; provided, however, that the Stockholder shall not, under any circumstances, Sell any Restricted Stock to the Prospective Stockholder if the Board of Directors of the Company, in its sole discretion, determines in good faith that the Prospective Stockholder is a competitor, or an Affiliate of a competitor, of the Company or that such Prospective Stockholder's ownership of Restricted Stock would be contrary to the best interests of the Company. In the event that the Restricted Stock is not Sold by the Stockholder to the Prospective Stockholder during such period, the right of the Stockholder to Sell such remaining Restricted Stock to the Prospective Stockholder shall expire and the obligations of the Stockholder pursuant to this paragraph 4 5 shall be reinstated.
(e) Any transferee of Restricted Stock (other than the Company) shall, as a condition to such transfer, agree to be bound by all of the provisions of this Agreement applicable to the Stockholder.
(f) The certificates representing the Restricted Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED AS OF DECEMBER 23, 1996 EFFECTIVE AS OF NOVEMBER 1, 1996, BETWEEN THE STOCKHOLDER AND BONE, MUSCLE AND JOINT, INC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(g) Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company ("Selling Shareholders") shall give to the Stockholder the right to participate on a pro rata basis (based on the number of shares owned, whether preferred or common, held by the Stockholders and by any other shareholders who hold the same rights that are conferred by this paragraph 4(g5(g), including members of other physician groups), in any proposed sale of stock (whether preferred or common) in the Company from any of the Selling Shareholders to any unaffiliated third party, and the Company shall require the Selling Shareholders to comply with the obligations set forth in this paragraph 4(g5(g); provided, however, that the obligation under this paragraph 4(g5(g) shall become null and void upon the consummation of an initial public offering of the Company's Common Stock pursuant to the 0000 Xxx.
(h) The Stockholder hereby agrees to the provisions of Section 9.12 of the Management Services Agreement (relating to the right of Xxxxxx Xxxxxx, M.D. and any venture capital firm providing funds to the Company to participate in certain sales of stock by the Stockholder).
Appears in 1 contract
Samples: Restricted Stock Agreement (BMJ Medical Management Inc)
