Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth contemplated thereunder, and any goodwill and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Schneekluth under Section 2.1(b)(i) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth Longworth contemplated thereunder, and any goodwill and a▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ l and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Schneekluth Longworth under Section 2.1(b)(i1.1(a)(i) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ Agreement, plus (▇y) the original principal amount of the Purchase Note issued to Dr. Schneekluth Longworth under Section 2.1(b)(ii1.1(a)(ii) of the Affiliation Agreemen▇, ▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇e reement, plus (z) the value of that number of shares of Omega Common Stock issued to Dr. Schneekluth Longworth under Section 2.1(b)(iii1.1(a)(iii) of the Affiliation Agreem▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇e Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic OfficesOffice, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic OfficesOffice, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth Azani contemplated thereunder, and any goodwill and ▇good▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic OfficesOffice. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election (the "Call Option Notice") to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Schneekluth Azani under Section 2.1(b)(i1.1(b)(i) of the Affiliation AgAffili▇▇▇▇▇ ▇▇▇eement, ▇▇▇▇ plus (▇y) the original principal amount of the Purchase Note issued to Dr. Schneekluth Azani under Section 2.1(b)(ii1.1(b)(ii) of the Affiliation AgreemenAffil▇, ▇▇▇▇▇ (▇) ▇▇e reement, plus (z) the value of that number of shares of Omega Common Stock issued to Dr. Schneekluth Azani under Section 2.1(b)(iii1.1(b)(iii) of the Affiliation AgreemAffi▇▇▇, ▇▇▇▇ ▇▇▇▇e greement, such value to be determined by multiplying such number of shares by the average daily closing sales price per share of the last sales (or closing) price for Omega's Common Stock on the Nasdaq (or a national securities exchange) Small Cap Market for each business day (Monday through Friday, not including legal holidays) of the sixty (60) trading days calendar week ending on the Friday immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price")."
Appears in 1 contract
Sources: Stock Put/Call and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Endodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangiblessupplies, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Endodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth Gray contemplated thereunder, and any goodwill and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ l and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Endodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call OptionOption (the "Call Option Notice"). Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum fair market value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to Dr. Schneekluth under Section 2.1(b)(iand (b) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under this Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of fair market value of such assets to each of the MSO and the New PC, and the fair market value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement, the Call Option may be exercised by the payment by the New PC to the MSO of (w) if the Call Option Notice is received by the MSO during the first year following the date of this Agreement, $400,000 in cash, the cancellation of the Purchase Note and the return of the shares of Omega Common Stock received by Dr. Gray under Section 1.1(a)(iii) (the "Omega ▇▇▇▇▇▇"), (x) if the Call Option Notice is received by the MSO during the second year following the date of this Agreement, $300,000 in cash, the cancellation of the Purchase Note and the return of any Omega Shares then owned of record or beneficially by Dr. Gray, (y) if the Call Option Notice is ▇▇▇▇▇▇▇▇ by the MSO during the third year following the date of this Agreement, $200,000 in cash, the cancellation of the Purchase Note and the return of any Omega Shares then owned of record or beneficially by Dr. Gray and (z) thereafter, the lesser of (A) ▇▇▇ ▇▇preciated book value of the assets described in Clause (a) of this Section 3 or (B) $100,000.
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Endodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Endodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth contemplated thereunder, and any goodwill and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ed thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets, such; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Endodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum lesser of the fair market value or the amortized book value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to Dr. Schneekluth under Section 2.1(b)(iand (b) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under this Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of fair market value of such assets to each of the MSO and the New PC, and the fair market value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. In addition to the foregoing, If Dr. Holt exe▇▇▇▇▇▇ ▇he Call Option prior to the registration of the Omega Stock held by Dr. Holt as ▇ ▇▇▇▇▇▇ of the Affiliation Agreement and Asset Purchase Agreement dated May 1, 1998 by and between the parties, then Dr. Holt may, ▇▇ ▇▇▇ option, tender such stock then held by him to Omega, at the price it was originally granted to him. The foregoing shall not apply once such Stock is registered. Further, if Dr. Holt ex▇▇▇▇▇▇▇ the Call Option within two (2) years of the Effective date of this agreement, then Omega shall refund to Dr. Holt si▇▇▇-▇▇▇▇ (65%) percent of the net management fees actually received by Omega during the term of the MSO Agreement. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice endodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth Schmisseur contemplated thereunder, and any goodwill and other in▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ assets s set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Schneekluth Schmisseur under Section 2.1(b)(i) of the Affiliation Ag▇▇Agre▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth Schmisseur under Section 2.1(b)(ii) of the Affiliation Agreemen▇Agreement, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth Schmisseur under Section 2.1(b)(iii) of the Affiliation Agreem▇▇▇Agreement, ▇▇▇▇ ▇▇▇▇e to ▇ ▇o be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").*
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth ▇▇. ▇▇▇▇▇ contemplated thereunder, and any goodwill and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of amounts called for under Clauses (xa) the amount of cash paid to Dr. Schneekluth under Section 2.1(b)(iand (b) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under this Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price").
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Schneekluth ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Ag▇▇▇▇▇▇▇Agreement, ▇▇▇▇ plus (▇y) the original principal amount of the Purchase Note issued to Dr. Schneekluth under Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(iii2.1(b)(ii) of the Affiliation Agreem▇▇▇Agreement, ▇▇▇▇ ▇▇▇▇e such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth ▇▇. ▇▇▇▇▇▇ contemplated thereunder, and any goodwill and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Schneekluth ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Ag▇▇▇▇▇▇▇Agreement, ▇▇▇▇ plus (▇y) the original principal amount of the Purchase Note issued to Dr. Schneekluth ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreemen▇Agreement, ▇▇▇▇ plus (▇z) ▇▇e the value of that number of shares of Omega Common Stock issued to Dr. Schneekluth ▇▇. ▇▇▇▇▇▇ under Section 2.1(b)(iii2.1(b)(ii) of the Affiliation Agreem▇▇▇Agreement, ▇▇▇▇ ▇▇▇▇e such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth Feldman contemplated thereunder, and any goodwill and ▇o▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Schneekluth Feldman under Section 2.1(b)(i) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under Section 2.1(b)(ii) of the Affiliation Agreemen▇Agreement, ▇▇▇▇ (▇) ▇▇e value original principal amount of the Purchase Note issued to Dr. Feldman Section 2.1(b)(ii) of the Affiliation Agreement, plus (▇) ▇▇▇ ▇▇▇ue of that number of shares of Omega Common Stock issued to Dr. Schneekluth Feldman under Section 2.1(b)(iii) of the Affiliation Agreem▇Agreeme▇▇, ▇▇▇▇ ▇▇▇▇e alue to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC PC, at fair market value, all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth contemplated thereunder, and any goodwill and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇ed thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets, such; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum amortized book value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to Dr. Schneekluth under Section 2.1(b)(iand (b) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under this Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the PC. In the event that the MSO and the PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the PC. Notwithstanding the foregoing, in the event that the PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Dr. Schneekluth ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation AgAgreement, plus (y) an amount equal to the value of the option granted to ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under Section 2.1(b)(ii) of the Affiliation Agreemen▇Agreement (the "Option"). The Option shall be value at an amount equal to the difference, ▇▇▇▇ if any, between the Average Market Value Price (▇as defined below in this Section 3) ▇▇e value of that OMEGA Stock and IPO Price (as defined in Section 2.1(b)(i) of the Affiliation Agreement), multiplied by the number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of granted in the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to Option. The Average Market Value Price shall be determined by multiplying such number of shares by the average of averaging the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, of the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth contemplated thereunder, and any goodwill and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇d thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets, such; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum amortized book value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to Dr. Schneekluth under Section 2.1(b)(iand (b) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under this Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of amortized book value of such assets to each of the MSO and the New PC, and the amortized book value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC. Notwithstanding the foregoing, in the event that the New PC terminates the Management Services Agreement pursuant to Section 10.1(a)(1) of the Management Services Agreement and the MSO is not paying the MSO Expenses (as defined in the Management Services Agreement) as they become due such that the ability of the New PC to continue to practice orthodontics is compromised, the Call Option may be exercised by the payment by the New PC to the MSO of the sum of (i) the book value of the assets described in Clause (a) of this Section 3 plus (ii) the book value of the assets described in Clause (b) of this Section 3, less an amount equal to two-thirds (2/3) of the difference between (y) all management fees paid by the New PC to the MSO pursuant to Schedule 3 of the Management Services Agreement less (z) the sum of all the MSO Expenses paid by the MSO under the Management Services Agreement plus the Rebates paid to the New PC pursuant to Schedule 3 of the Management Services Agreement; provided, however, that the amount due under clause (ii) of this sentence shall not be less than zero.
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Schneekluth Leonard contemplated thereunder, and any goodwill and ▇▇an▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ l and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum fair market value of the assets, tangible and intangible, described in Clauses (xa) the amount of cash paid to Dr. Schneekluth under Section 2.1(b)(iand (b) of the Affiliation Ag▇▇▇▇▇▇▇, ▇▇▇▇ (▇) the original principal amount of the Purchase Note issued to Dr. Schneekluth under this Section 2.1(b)(ii) of the Affiliation Agreemen▇, ▇▇▇▇ (▇) ▇▇e value of that number of shares of Omega Common Stock issued to Dr. Schneekluth under Section 2.1(b)(iii) of the Affiliation Agreem▇▇▇, ▇▇▇▇ ▇▇▇▇e to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of the two appointed appraisers. Within sixty (60) days after the appointment of the third appraiser, the three appraisers shall each submit in writing their determination of fair market value of such assets to each of the MSO and the New PC, and the fair market value of such assets shall be conclusively determined by taking the numerical average of the two fair market value determinations which are closest in amount. The cost of obtaining these appraisals shall be paid one-half by the MSO and one-half by the New PC.
Appears in 1 contract
Sources: Stock Put/Call Option and Successor Designation Agreement (Omega Orthodontics Inc)