HMO Mergers Sample Clauses

HMO Mergers. For the purpose of this section, a merger or acquisition means a change in controlling interest of an HMO, including an asset or stock purchase. This contract between the Health Maintenance Organization (HMO) and the State of Wisconsin and the monies which may become due may not be assigned, transferred, pledged or hypothecated in any way by the HMO, including by way of an asset or stock purchase by the HMO, without the express prior written approval of the Department. In the event that the merger or acquisition of an HMO is approved by the Office of the Commissioner of Insurance, the Department shall allow the surviving HMO to participate in the Medicaid program unless it would be detrimental to Medicaid members or the Medicaid program, as determined by the Department through its certification standards. In order to participate in the Medicaid program, the surviving HMO must meet OCI standards, accept the terms and rates of the current HMO contract, and meet DHS certification requirements. The Department retains the authority to determine what will occur with the non-surviving HMO’s Medicaid enrollees. These determinations will be made on an individualized basis based on what is in the best interests of the membership. HMOs must notify the Department of any proposed merger or acquisition immediately, but no fewer than 180 days prior to the proposed date of merger or acquisition, unless the Department waives the 180 day requirement at its discretion.
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Related to HMO Mergers

  • Mergers (a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except as described in Section 3.15(b) and (c) or Section 8.2.

  • The Merger Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time (as defined below), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “Surviving Corporation”).

  • Mergers, Reorganizations and Equity Transfers Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.

  • Split Transactions You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

  • Mergers and Acquisitions The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any merger or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in the ordinary course of business consistent with past practices) except the merger or consolidation of one or more of the Subsidiaries of the Borrower with and into the Borrower, or the merger or consolidation of two or more Subsidiaries of the Borrower.

  • Takeover Statutes If any Takeover Statute is or may become applicable to the Contemplated Transactions, each of the Company, the Company Board, Parent and the Parent Board, as applicable, shall grant such approvals and take such actions as are necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

  • Non-Merger Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • HSR Act The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

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