THE ASSIGNEE, WHICH DESIGNATES THE ASSETS
AND/OR STOCK.
THE ASSIGNEE SHALL AGREE AS A CONDITION OF THE ASSIGNMENT TO BE
BOUND BY THE TERMS OF THIS AGREEMENT.
THEREAFTER, ONLY THE ASSIGNEE NAMED IN
THE ASSIGNMENT SHALL HAVE THE RIGHT TO EXERCISE THE APPLICABLE ASSETS OPTION
AND/OR THE STOCK OPTION AS TO THE DESIGNATED ASSETS AND/OR STOCK, AND THAT
ASSIGNEE, RATHER THAN PMS, SHALL ENTER INTO A PURCHASE AGREEMENT UPON EXERCISE
OF THE ASSETS OPTION AND/OR THE STOCK OPTION, AS APPLICABLE.
WRITTEN NOTICE OF
ANY SUCH ASSIGNMENT SHALL BE GIVEN BY PMS TO PMG AND SHAREHOLDER WITHIN A
REASONABLE TIME PERIOD FOLLOWING EXECUTION OF ANY ASSIGNMENT PURSUANT TO THIS
AGREEMENT.
WHEN THE CONTEXT SO REQUIRES IN THIS AGREEMENT, THE TERM "PMS" SHALL
BE DEEMED TO REFER TO AN ASSIGNEE HOLDING AN ASSIGNMENT OF AN ASSET OPTION OR
STOCK OPTION, AND THE TERMS "PARTY" AND "PARTIES" SHALL BE DEEMED TO INCLUDE
THAT ASSIGNEE.
6.
PURCHASE PRICE OF THE ASSETS OR STOCK.
6.1
PURCHASE PRICE.
(A)
ASSETS PURCHASE PRICE.
THE PURCHASE PRICE FOR THE ASSETS TO BE
PURCHASED PURSUANT TO THE EXERCISE OF THE ASSETS OPTION SHALL BE $1,000 ("ASSETS
PURCHASE PRICE").
THE PURCHASE PRICE OF ANY PARTIAL PURCHASE OF THE ASSETS
SHALL BE A PRO-RATA PERCENTAGE OF THE FULL ASSETS PURCHASE PRICE.
(B)
STOCK PURCHASE PRICE.
THE PURCHASE PRICE FOR THE STOCK TO BE
PURCHASED PURSUANT TO THE EXERCISE OF THE STOCK OPTION SHALL BE $1,000 ("STOCK
PURCHASE PRICE").
THE PURCHASE PRICE OF LESS THAN ALL OF THE ISSUED AND
OUTSTANDING STOCK IS A PRO-RATA PERCENTAGE OF THE FULL STOCK PURCHASE PRICE.
6.2
PAYMENT. FOR THE ASSETS, PMS SHALL PAY TO PMG THE ASSETS PURCHASE
PRICE AT CLOSING (AS DEFINED BELOW) IN THE FORM OF IMMEDIATELY AVAILABLE FUNDS
TRANSFERRED BY WIRE TO AN ACCOUNT AT A FINANCIAL INSTITUTION DESIGNATED BY PMG.
FOR THE STOCK, PMS SHALL CAUSE THE SUCCESSOR PHYSICIAN TO PAY THE SHAREHOLDER
THE STOCK PURCHASE PRICE.
6.3
CLOSING.
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE TO
CLOSE FORTY-FIVE (45) DAYS AFTER THE DATE OF EITHER THE ASSETS EXERCISE NOTICE
OR THE STOCK EXERCISE NOTICE, AS THE CASE MAY BE ("CLOSING"), UNLESS EXTENDED BY
PMS.
7.
ADDITIONAL OBLIGATIONS OF PMG AND SHAREHOLDER.
7.1
AFFIRMATIVE COVENANTS.
TO THE EXTENT THAT PMG OR SHAREHOLDER
PARTICIPATE IN THE PRACTICE AND OWN, CONTROL, OR USE THE ASSETS, PMG AND
SHAREHOLDER SHALL, AND SHALL CAUSE EACH OTHER PROFESSIONAL CORPORATION AND PC
SHAREHOLDER TO::
(A)
CONDUCT OF PRACTICE.
CONDUCT PMG'S AND EACH SUCH OTHER
PROFESSIONAL CORPORATION'S BUSINESS EFFICIENTLY AND WITHOUT VOLUNTARY
INTERRUPTION AND PRESERVE ALL RIGHTS, PRIVILEGES, AND FRANCHISES HELD BY PMG AND
EACH SUCH OTHER PROFESSIONAL CORPORATION AND BY
4
PMG'S PRACTICE AND THE PRACTICE OF EACH SUCH OTHER PROFESSIONAL CORPORATION,
INCLUDING THE MAINTENANCE OF ALL CONTRACTS, COPYRIGHTS, TRADEMARKS, LICENSES,
REGISTRATIONS, ETC.;
(B)
USE.
MAKE USE OF THE ASSETS AND THE ASSETS OF EACH SUCH OTHER
PROFESSIONAL CORPORATION WITH REASONABLE CARE TO PREVENT DIMINUTION IN VALUE OF
THE PRACTICE AND THE PRACTICE OF EACH SUCH OTHER PROFESSIONAL CORPORATION AND
THE ASSETS AND THE ASSETS OF