Common use of Option to Sell Clause in Contracts

Option to Sell. Upon (i) the death, retirement (only if Seller is a physician and only as defined below), bankruptcy, insolvency, disability (only if Seller is a physician and only as defined below) or incompetency of Seller, (ii) any other involuntary transfer of any capital stock of the Company now or hereafter owned by Seller, or any interest therein (including, without limitation, transfers of interests upon divorce or death of a spouse of Seller, but excluding any transfers governed by Section 9.3), or (iii) the performance by Seller, during any one-month period, of greater than thirty (30%) of his or her professional medical activities outside of a two hundred (200) mile radius of the center or facility primarily utilized by Seller prior to the date of this Agreement; the Seller's executor, administrator, trustee, custodian, receiver or other legal or personal representative (the "Representative"), or Seller, in the case of retirement or departure, shall give written notice of that fact to the Company. In such event, the Representative or Seller shall have a period of sixty (60) days (the "Put Period") following the date of such death, retirement, bankruptcy, insolvency, disability, incompetency or shift in the geographical location of Seller's practice, as the case may be, within which time it may require that the Company purchase (subject to the remaining provisions of this subsection) all of Seller's capital stock of the Company, upon the terms and conditions hereinafter set forth, by giving notice of such election in writing to Company. The Company may, in its sole discretion, offer all or a portion of such capital stock to its shareholders, on a pro rata basis in relation to each shareholder's percentage ownership of the Company, but any agreement by the shareholders to purchase all or a portion of such capital stock shall not limit the Company's obligation to purchase within the time frame set forth in this Section. If the Company has offered all of such capital stock to its shareholders, and the shareholders have not committed to purchase all of such capital stock within five (5) days from the date of offer, then the Company may, in its sole discretion, offer all or a portion of the remaining capital stock to Prime, in which event Prime must participate in such purchase upon the same terms and conditions as the Company. For purposes of this Agreement, (x) "disability" shall apply only if Seller is a physician and shall mean any condition which in the reasonable judgment of a majority of the managers of Prime, would impair Seller's ability to materially perform his or her routine duties for a period of six (6) months or more, (y) "retirement" shall apply only if Seller is a physician and shall mean the cessation of the routine practice of medicine (provided that any physician who transfers his or her entire practice to a licensed medical professional meeting the Company's then current credentialing program shall not be deemed to have retired for purposes of this subsection), and (z) "incompetent" shall mean a state of legal incompetence as declared by a court of valid jurisdiction.

Option to Sell. Upon (i) the death, retirement (only if Seller is a physician and only as defined below), bankruptcy, insolvency, disability (only if Seller is a physician and only as defined below) or incompetency of Seller, (ii) any other involuntary transfer of any capital stock of the Company now or hereafter owned by Seller, or any interest therein (including, without limitation, transfers of interests upon divorce or death of a spouse of Seller, but excluding any transfers governed by Section 9.3), or (iii) relocation of Seller's primary residence outside of a two hundred (200) mile radius of the center or facility at which Seller primarily renders services, or (iv) if Seller is a physician or other practicing licensed professional, the performance by Seller, during any one-month period, of greater than thirty (30%) of his or her professional medical activities outside of a two hundred (200) mile radius of the center or facility primarily utilized by Seller prior to the date of this Agreement; the Seller's executor, administrator, trustee, custodian, receiver or other legal or personal representative (the "Representative"), or Seller, in the case of retirement or departure, shall give written notice of that fact to the Company. In such event, the Representative or Seller shall have a period of sixty (60) days (the "Put Period") following the date of such death, retirement, bankruptcy, insolvency, disability, incompetency or shift in the geographical location relocation of Seller's primary residence or practice, as the case may be, within which time it may require that the Company purchase (subject to the remaining provisions of this subsection) all of Seller's capital stock of the Company, upon the terms and conditions hereinafter set forth, by giving notice of such election in writing to the Company. The Company may, in its sole discretion, offer all or a portion of such capital stock to its shareholders, on a pro rata basis in relation to each shareholder's percentage ownership of the Company, but any agreement by the shareholders to purchase all or a portion of such capital stock shall not limit the Company's obligation to purchase within the time frame set forth in this Section. If the Company has offered all of such capital stock to its shareholders, and the shareholders have not committed to purchase all of such capital stock within five (5) days from the date of offer, then the Company may, in its sole discretion, offer all or a portion of the remaining capital stock to Prime, in which event Prime must participate in such purchase upon the same terms and conditions as the Company. For purposes of this Agreement, (x) "disability" shall apply only if Seller is a physician and shall mean any condition which in the reasonable judgment of a majority of the managers of Prime, would impair Seller's ability to materially perform his or her routine duties for a period of six (6) months or more, (y) "retirement" shall apply only if Seller is a physician and shall mean the cessation of the routine practice of medicine (provided that any physician who transfers his or her entire practice to a licensed medical professional meeting the Company's then current credentialing program shall not be deemed to have retired for purposes of this subsection), and (z) "incompetent" shall mean a state of legal incompetence as declared by a court of valid jurisdiction.