Common use of Triggering Events Clause in Contracts

Triggering Events. (a) Notwithstanding anything to the contrary in this Agreement, in the case of any Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is an individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company or a subsidiary, experiences a Triggering Event, then the Company shall be entitled, subject to the remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or the Shareholder controlled by such terminated Principal) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any part thereof, of the Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (X) in the case of (b) in the definition of "Triggering Event", at the price determined in accordance with Section 2.4(c) or (Y) in the case of (a) in the definition of "Triggering Event", for the original issue price of such Common Shares. (b) Upon the occurrence of a Triggering Event with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company or in the case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the Voting Agreement or the Shareholder Rights Agreement), in a manner consistent with all resolutions passed, consents given or recommendations made by the Board, and/or sign any shareholder resolutions or amendments to shareholder agreements (including this Agreement), with respect to all of the Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a)). (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the fair market value of such Common Shares, determined as at the date of the event which gives rise to the right of purchase or sale, in good faith by the Board.

Triggering Events. The following events (aeach a “Triggering Event”) Notwithstanding anything shall give rise to the contrary rights set forth in Section 8.5: 8.4.1 failure by a Principal Shareholder to perform any one or more material covenants contained in this AgreementAgreement in any material respect, and, if such failure is capable of being remedied, such breach has not been remedied within 60 Days from a written notice of breach provided by the non-breaching Principal Shareholder; provided that, if such remedy requires the action of a third party, no Triggering Event shall be deemed to have occurred for 90 Days after the breaching Principal Shareholder becomes aware of such breach so long as the breaching Principal Shareholder is diligently pursuing such remedy; 8.4.2 any bankruptcy, suspension of payments, assignment to creditors or any similar event or action of the Company; provided that, in the case of any Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is an individual, or if the Principal of such Shareholder, who is an employee or consultant of a proceeding instituted against the Company seeking to adjudicate it as bankrupt or a subsidiaryinsolvent or seeking an order for relief or other creditor remedy, experiences a no Triggering Event, then the Company Event shall be entitled, subject deemed to the remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or the Shareholder controlled by such terminated Principal) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any part thereof, of the Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Planhave occurred in respect thereof unless: (X) in the case of (b) in the definition of "Triggering Event", at the price determined in accordance with Section 2.4(c) or (Y) in the case of (a) in the definition of "Triggering Event", for the original issue price of such Common Shares. (b) Upon the occurrence of a Triggering Event with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder proceeding remains undismissed or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder unstayed for 90 Days; or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting one or more of any of the actions sought by the proceeding has occurred; or 8.4.3 any bankruptcy, insolvency, suspension of payments, assignment to creditors or any similar event or action of a Principal Shareholder or such Founder hereby irrevocably appoints a member of the Company or Principal Shareholder; provided that, in the case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Defaulting proceeding instituted against the Principal Shareholder or a member of the Principal Shareholder seeking to adjudicate it as bankrupt or insolvent or seeking an order for relief or other creditor remedy, no Triggering Event shall be deemed to have occurred in respect thereof unless: (a) such Founder proceeding remains undismissed or unstayed for 90 Days; or (including b) one or more of any rights to approve any amendments to this Agreement, of the Voting Agreement or the Shareholder Rights Agreement), in a manner consistent with all resolutions passed, consents given or recommendations made actions sought by the Board, and/or sign any shareholder resolutions or amendments to shareholder agreements (including this Agreement), with respect to all of the Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a))proceeding has occurred. (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the fair market value of such Common Shares, determined as at the date of the event which gives rise to the right of purchase or sale, in good faith by the Board.

Triggering Events. (a) Notwithstanding anything to the contrary in this Agreement, in the case of any Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is an individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company or a subsidiary, experiences a Triggering Event, then the Company shall be entitled, subject to the remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or the Shareholder controlled by such terminated Principal) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any part thereof, of the Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (X) in the case of (b) in the definition of "Triggering Event", at the price determined in accordance with Section 2.4(c) or (Y) in the case of (a) in the definition of "Triggering Event", for the original issue price of such Common Shares. (b) Upon the occurrence of a Triggering Event with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company or in the case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the Voting Agreement or the Shareholder Rights Agreement), in a manner consistent with all resolutions passed, consents given or recommendations made by the Board, and/or sign any shareholder resolutions or amendments to shareholder agreements (including this Agreement), with respect to all of the Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a)). (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the fair market value of such Common Shares, determined as at the date of the event which gives rise to the right of purchase or sale, in good faith by the Board.

Triggering Events. (a) Notwithstanding anything to the contrary in this Agreement, in the case of any Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is an individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company or a subsidiary, experiences a Triggering Event, then the Company shall be entitled, subject to the remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or the Shareholder controlled by such terminated Principal) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the "“Defaulting Shareholder"”) shall sell, all or any part thereof, of the Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (X) in the case of (b) in the definition of "“Triggering Event"”, at the price determined in accordance with Section 2.4(c) or (Y) in the case of (a) in the definition of "“Triggering Event"”, for the original issue price of such Common Shares. (b) Upon the occurrence of a Triggering Event with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company or in the case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the Voting Agreement or the Shareholder Rights Agreement), in a manner consistent with all resolutions passed, consents given or recommendations made by the Board, and/or sign any shareholder resolutions or amendments to shareholder agreements (including this Agreement), with respect to all of the Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's ’s or such Founder's ’s obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a)). (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the fair market value of such Common Shares, determined as at the date of the event which gives rise to the right of purchase or sale, in good faith by the Board.

Triggering Events. In the event that (a) Notwithstanding anything the Company shall receive a written opinion from its existing healthcare counsel engaged by the Company or another nationally recognized healthcare law firm that it is more likely than not that any federal or state legislation prohibits either any Member from owning any Membership Interest or the Company from billing for items and services provided to patients referred to the contrary Center by a Member or the Physician Investors or an Owner, (b) a Member makes an assignment for the benefit of creditors or admits in writing its inability to pay debts generally as they become due, (c) a Member applies to any tribunal for the appointment of a trustee or receiver of any substantial part of its assets, (d) a Member commences any voluntary proceeding (or approves, consents to or acquiesces in any involuntary proceeding) under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or other liquidation laws of any jurisdiction, (e) a Member becomes the subject of an order appointing a trustee or receiver, adjudicating him bankrupt or insolvent, or approving a petition in any involuntary proceeding, and such order remains in effect for ninety (90) days, or (f) following the occurrence of a Termination Event (any of the foregoing (a) through (f) being a “Triggering Event”), the Company shall have the purchase rights set forth in this Agreement, in Section 8.1. In the case event of any Shareholder Triggering Event applicable to a Member that has acquired hisis a natural person, her the Company may elect to purchase some or its Common Shares pursuant all of the Membership Interest owned by the Member with respect to which the Triggering Event occurs. In the event of any Equity Incentive Plan, then if such Shareholder who Triggering Event applicable to a Member that is an individualentity (other than NeoSpine), the Company may elect to purchase some or if all of the Principal Applicable Portion of the Membership Interest owned by such Shareholder, who is an employee or consultant entity Member with respect to which the Triggering Event occurs. The purchase rights of the Company or a subsidiary, experiences a Triggering Event, then the Company shall be entitled, subject to the remainder of in this Section 2.4(a8.1 must be exercised by giving written notice (the “Exercise Notice”), to purchase the applicable Member within a period of one year from such Triggering Event, and such Shareholder sixty (or the Shareholder controlled by such terminated Principal60) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any part thereof, days of the Common Shares beneficially owned date of the Triggering Event (unless the purchase right applies only to the Applicable Portion, in which case it must be exercised by such Defaulting Shareholder that were issued pursuant giving the Exercise Notice to an Equity Incentive Plan: the applicable Member within sixty (X60) in days of the case date of (b) the date referenced in the definition of "Triggering Event", at “Applicable Portion”). The Purchase Price and terms of payment in connection with the price determined exercise of such purchase right are set forth in accordance with Section 2.4(c) or (Y) in the case of (a) in the definition of "Triggering Event", 8.3 and 8.4 below. The Exercise Notice must specify a date for the original issue price closing of such Common Shares. the purchase, which date may be no more than thirty (b30) Upon days after the occurrence date of a the Exercise Notice. Each Member shall promptly provide the Company with written notice of any Triggering Event with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company or in the case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the Voting Agreement or the Shareholder Rights Agreement), in a manner consistent with all resolutions passed, consents given or recommendations made by the Board, and/or sign any shareholder resolutions or amendments to shareholder agreements (including this Agreement), with respect to all of the Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(b) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds any Common Shares and shall survive the death, incompetency, disability, bankruptcy or dissolution of such Defaulting Shareholder or such Founder and the subsequent holders of his, her or its Common Shares (except, for greater clarity, with respect to those Common Shares transferred pursuant to Section 2.4(a))Member. (c) The purchase price payable for any Common Shares to be transferred at a price determined pursuant to Section 2.4(a) (X) shall be equal to the fair market value of such Common Shares, determined as at the date of the event which gives rise to the right of purchase or sale, in good faith by the Board.

Triggering Events. (ai) Notwithstanding anything In the event that a Qualified IPO has not been completed on or prior to December 31, 2019, each holder of Series B Preferred Shares may at its sole discretion (x) require the contrary in this Agreement, in the case of Company to redeem any Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is an individual, or if the Principal of such Shareholder, who is an employee or consultant all of the Company or a subsidiary, experiences a Triggering Event, then the Company shall be entitled, issued and outstanding Series B Preferred Shares held by such holder subject to the remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or the Shareholder controlled by such terminated Principal) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any part thereof, of the Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (X) in the case of (b) in the definition of "Triggering Event", at the price determined in accordance with this Section 2.4(c) or (Y) in the case of (a) in the definition of "Triggering Event", for the original issue price of such Common Shares. (b) Upon the occurrence of a Triggering Event with respect to a Defaulting Shareholder or a Founder: (a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and (b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company or in the case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the Voting Agreement or the Shareholder Rights Agreement), in a manner consistent with all resolutions passed, consents given or recommendations made by the Board7.3, and/or sign any shareholder resolutions or amendments to shareholder agreements (including this Agreement), with respect to all of the Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by each such Defaulting Shareholder or such Founder, as the case may be, pursuant to this Section 2.4(by) are coupled with an interest and are given to secure the performance of each Defaulting Shareholder's or such Founder's obligations and duties under this Agreement. Such proxy and power of attorney shall be irrevocable for so long as such Defaulting Shareholder or such Founder holds holder continues to hold any Common Series B Preferred Shares redeemable pursuant subsection (x) above, reset the time limit and shall survive conditions of the death, incompetency, disability, bankruptcy or dissolution Qualified IPO which will trigger its redemption right in respect of such Defaulting Shareholder or such Founder and the subsequent holders of his, her or its Common remaining Series B Preferred Shares (exceptthe “Series B Revised QIPO”), for greater clarityand if and only if the consummation of the Series B Revised IPO fails to occur, require the Company to redeem any or all of such Series B Preferred Shares subject to and in accordance with respect to those Common Shares transferred pursuant to this Section 2.4(a))7.3. (cii) The purchase price payable In the event that (w) the Founder voluntarily terminates the employment relationship with the Group Companies or substantially changes his duty or position in the management of the Group Companies without the approval of the Board (for the avoidance of doubt, in this circumstance, the Founder shall refrain from voting, no matter for his own account or on behalf of any Common Shares to be transferred at other Person, in capacity as a price determined pursuant to Section 2.4(adirector of the Board), (x) (X) shall be equal any Group Company has committed any material violation of Law or has otherwise incurred any material non-compliance penalty, and in each case, constituting a Material Adverse Effect to the fair market value Company Group, (y) the Founder has committed any material violation of such Common Sharescriminal Law which has resulted in a Material Adverse Effect to the Group, determined as at or (z) the date Founder has consummated any direct or indirect investment of more than 1% of the event which gives rise total issued and outstanding equity interest of any Person (other than the Group Companies and those Persons whose issued and outstanding shares are held by the Founder on or prior to the right Series A-1 Issue Date without the consent of purchase at least two-thirds of the Preferred Directors after the Series A-1 Issue Date, each holder of Series B Preferred Shares may require the Company to redeem any or sale, all of the then issued and outstanding Series B Preferred Shares held by such holder subject to and in good faith by the Boardaccordance with this Section 7.3.