Outstanding Options. (i) Except for the Options and RSU Awards issued pursuant to the Company Incentive Plan and described on Schedule 2.4, there are no outstanding Options, restricted shares, restricted stock units, restricted membership units, stock appreciation rights, subscription rights, conversion rights, exchange rights, right of first refusal, performance units, profits interest, contingent value rights, profit participation rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any equity interests in IASIS or Contracts of any character to which IASIS is a party requiring, and there are no securities of IASIS outstanding which upon conversion or exchange would require, the issuance of any equity interests of IASIS or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, or valued by reference, in whole or in part, to any equity interests of IASIS; (ii) there is no obligation, contingent or otherwise, of IASIS or any Seller to (A) repurchase, redeem or otherwise acquire any share of the capital stock or other equity interests of IASIS or any Seller, or (B) other than in connection with the Credit Facilities or pursuant to inter-company arrangements among or between IASIS and one or more of the Sellers or among or between one or more subsidiaries of IASIS, provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), provide any guarantee with respect to the obligations of, IASIS or any Seller or any other Person or to register under federal or state securities Laws any equity interests of IASIS or any Seller; and (iii) other than in connection with any of the Plans, neither IASIS nor any Seller, directly or indirectly, owns, or has agreed to purchase or otherwise acquire, the capital stock or other equity interests of, or any interest convertible into or exchangeable or exercisable for such capital stock or such equity interests of, any corporation, partnership, joint venture or other entity.
Appears in 2 contracts
Sources: Real Property Asset Purchase Agreement (IASIS Healthcare LLC), Real Property Asset Purchase Agreement (MPT Operating Partnership, L.P.)