Common use of Stock Ownership Restrictions Clause in Contracts

Stock Ownership Restrictions. Notwithstanding anything herein contained to the contrary, each present and future shareholder of VA, in consideration of the services to be provided hereunder to VA and other good and valuable consideration, hereby grants to Manager, and agrees that Manager during the Term shall have, the right and option at any time or times to require each and every shareholder of VA to sell all, or any part of, such shareholder’s stock interests in VA to any Person designated by Manager who may lawfully own such shares (the “Designated Person”). In acknowledgment of this provision and the other provisions set forth in this Section 4.14, each present and future shareholder of VA shall execute the signature page to this Agreement evidencing his or her agreement to the terms and conditions of this Section 4.14. The purchase price for the sale of such stock shall be One Dollar ($1.00) per share and shall be effected by Manager by providing written notice to that effect to the shareholder(s) and upon receipt of such written notice, such shareholder(s) agrees promptly to comply with the instructions contained in such notice. To guarantee the performance of these obligations, each shareholder hereby appoints (and each new shareholder shall be deemed to have so appointed) Manager as his attorney-in-fact to transfer his stock in VA to the Designated Person and agrees to execute the Stock Power attached hereto as Exhibit 4.14. This appointment is coupled with an interest and shall be irrevocable during the Term of this Agreement. All shareholders of VA hereby agree not to transfer, sell, assign, gift or pledge their shares of capital stock in VA without the prior written consent of Manager.

Stock Ownership Restrictions. Notwithstanding anything herein contained to the contrary, each present and future shareholder Shareholder of VAthe Practice Operator, in consideration of the services to be provided hereunder to VA the Practice Operator and other good and valuable consideration, hereby grants to Manager, and agrees that Manager during the Term shall have, the right and option at any time or times to require each and every shareholder Shareholder of VA the Practice Operator to sell all, or any part of, such shareholderShareholder’s stock interests in VA the Practice Operator to any Person designated by Manager who may lawfully own such shares (the “Designated Person”). In acknowledgment of this provision and the other provisions set forth in this Section 4.14, each present and future shareholder Shareholder of VA the Practice Operator shall execute the signature page to this Agreement evidencing his or her agreement to the terms and conditions of this Section 4.14. The purchase price for the sale of such stock in the Practice Operator by a Shareholder shall be One Dollar Hundred Dollars ($1.00100.00) per share in total and shall be effected by Manager by providing written notice to that effect to the shareholder(sShareholder(s) and upon receipt of such written notice, such shareholder(sShareholder(s) agrees promptly to comply with the instructions contained in such notice. To guarantee the performance of these obligations, each shareholder Shareholder hereby appoints (and each new shareholder Shareholder shall be deemed to have so appointed) Manager as his attorney-in-fact to transfer his stock in VA the Practice Operator to the Designated Person and agrees to execute the Stock Power attached hereto as Exhibit 4.14. This appointment is coupled with an interest and shall be irrevocable during the Term of this Agreement. All shareholders Shareholders of VA the Practice Operator hereby agree not to transfer, sell, assign, gift gift, or pledge their shares of capital stock in VA the Practice Operator without the prior written consent of Manager. Notwithstanding the foregoing, provided that the Practice Operator is not in breach of this Agreement, that the Shareholder is not in breach of that certain Independent Contractor Agreement entered into with Manager, or the Company or the Shareholder is not in breach of the Merger Agreement dated of even date herewith, Manager agrees that during the Formula Periods (as defined in the Merger Agreement) it will not exercise its right and option to acquire Shareholder’s stock interests in the Practice Operator as provided in this section. Manager further agrees that in the event it defaults in its material obligations under the Merger Agreement or this Agreement and such default is not cured within the requisite cure period, the right and option to acquire Shareholder’s stock will lapse and be of no further force and effect.

Stock Ownership Restrictions. Notwithstanding anything herein contained to the contrary, each present and future shareholder of VAPA, in consideration of the services to be provided hereunder to VA PA and other good and valuable consideration, hereby grants to Manager, and agrees that Manager during the Term shall have, the right and option at any time or times to require each and every shareholder of VA PA to sell all, or any part of, such shareholder’s stock interests in VA PA to any Person designated by Manager who may lawfully own such shares (the “Designated Person”). In acknowledgment of this provision and the other provisions set forth in this Section 4.14, each present and future shareholder of VA PA shall execute the signature page to this Agreement evidencing his or her agreement to the terms and conditions of this Section 4.14. The purchase price for the sale of such stock shall be One and No/100 Dollar ($1.00) per share and shall be effected by Manager by providing written notice notic e to that effect to the shareholder(s) and upon receipt of such written notice, such shareholder(s) agrees promptly to comply with the instructions contained in such notice. To guarantee the performance of these obligations, each shareholder hereby appoints (and each new shareholder shall be deemed to have so appointed) Manager as his attorney-in-fact to transfer his stock in VA PA to the Designated Person and agrees to execute the Stock Power attached hereto as Exhibit 4.14. This appointment is coupled with an interest and shall be irrevocable during the Term of this Agreement. All shareholders of VA PA hereby agree not to transfer, sell, assign, gift gift, or pledge their shares of capital stock in VA PA without the prior written consent of Manager.

Stock Ownership Restrictions. Notwithstanding anything herein contained to the contrary, each present and future shareholder Shareholder of VAthe Practice Operator, in consideration of the services to be provided hereunder to VA the Practice Operator and other good and valuable consideration, hereby grants to Manager, and agrees that Manager during the Term shall have, the right and option at any time or times to require each and every shareholder Shareholder of VA the Practice Operator whose Employment Agreement has been terminated, or if Xxxxxxx X. Xxxxxxx, M.D breaches the Merger Agreement, this Agreement or his Employment Agreement with the Practice Operator of even date herewith to sell all, or any part of, such shareholderShareholder’s (including Xx. Xxxxxxx) stock interests in VA the Practice Operator to any Person designated by Manager who is a licensed physician in the State of North Dakota or who may otherwise lawfully own such shares (the “Designated Person”). In acknowledgment of this provision and the other provisions set forth in this Section 4.14, each present and future shareholder Shareholder of VA the Practice Operator shall execute the signature page to this Agreement evidencing his or her agreement to the terms and conditions of this Section 4.14. The purchase price for the sale of such stock in the Practice Operator by a Shareholder shall be One Dollar Hundred Dollars ($1.00100.00) per share in total and shall be effected by Manager by providing written notice to that effect to the shareholder(sShareholder(s) and upon receipt of such written notice, such shareholder(sShareholder(s) agrees promptly to comply with the instructions contained in such notice. To guarantee the performance of these obligations, each shareholder Shareholder hereby appoints (and each new shareholder Shareholder shall be deemed to have so appointed) Manager as his attorney-in-fact to transfer his stock in VA the Practice Operator to the Designated Person and agrees to execute the Stock Power attached hereto as Exhibit 4.14. This appointment is coupled with an interest and shall be irrevocable during the Term of this Agreement. All shareholders Shareholders of VA the Practice Operator hereby agree not to transfer, sell, assign, gift gift, or pledge their shares of capital stock in VA the Practice Operator without the prior written consent of Manager.