Common use of Material Decisions Clause in Contracts

Material Decisions. In addition to any other rights of Manager in this Agreement, the following actions or decisions shall be made or taken, directly or indirectly, by Practice or the Physician Shareholders only with the consent of Manager: (a) Entering into any merger unless Practice is the surviving entity and after which the Physician Shareholders immediately prior to the date of the closing of such merger own at least seventy-five percent (75%) of the capital stock of Practice after the closing; (b) Entering into any sale or series of related sales by Practice or by the Physician Shareholders of the capital stock of Practice during the term of this Agreement to any party who is not a Physician Shareholder as of the date hereof, provided such sales may be made to individual physicians who become full-time employees of Practice in the ordinary course of Practice's operations and business but only if the Physician Shareholders as of the date hereof continue to own in the aggregate at least seventy-five percent (75%) of the Capital Stock of Practice thereafter; (c) Entering into any agreement or consummating any transaction for the sale of any of the material assets of Practice; (d) Paying money or other property by Practice for a majority of the capital stock or all or substantially all of the assets constituting a business of any person or entity; (e) Entering into a managed care agreement or arrangement or entering into a capitation arrangement or agreement; (f) Opening any new location or the relocation of the primary office of Practice or failure to maintain offices in McAllen, Texas comparable in size to that maintained by Practice as of the date hereof; (g) Paying compensation, benefits or distributions, directly or indirectly, of any type or nature to any Physician Shareholder until all amounts due as Physician Expenses, Manager Expenses and Management Fee currently due and payable have been paid in full; (h) Deviating from the collection policies generally followed by Practice prior to the date hereof with respect to any patient account or other amount due for Practice's services; or (i) Entering into any new relationship or agreement with a Physician Shareholder or an Affiliate of or a Related Party to a Physician Shareholder or continuing any existing relationship or agreement with any such Person to the extent such relationship or agreement is not fully reflected in a written contract that has been provided to Manager as of the date hereof.

Material Decisions. In addition to any other rights of Manager in this Agreement, the following actions or decisions shall be made or taken, directly or indirectly, by Practice or the Physician Shareholders only with the consent of Manager:Manager (which consent shall not unreasonably be withheld with respect to subparagraphs (d) or (f)): (a) Entering into any merger unless Practice is the surviving entity and after which the Physician Shareholders immediately prior to the date of the closing of such merger own at least seventyfifty-five one percent (7551%) of the capital stock of Practice after the closing; (b) Entering into any sale or series of related sales by Practice or by the Physician Shareholders of the capital stock of Practice during the term of this Agreement to any party who is not a Physician Shareholder as of the date hereof, provided such sales may be made to individual physicians who become full-time employees of Practice in the ordinary course of Practice's operations and business but only if the Physician Shareholders as of the date hereof continue to own in the aggregate at least seventyfifty-five one percent (7551%) of the Capital Stock of Practice thereafter; (c) Entering into any agreement or consummating any transaction for the sale of any of the material assets of Practice; (d) Paying money or other property by Practice for a majority of the capital stock or all or substantially all of the assets constituting a business of any person or entityentity unless made for investment purposes only; (e) Entering into a managed care agreement or arrangement or entering into a capitation arrangement or agreement; (f) Opening any new location or the relocation of the primary office of Practice or failure to maintain offices in McAllen, Texas comparable in size to that maintained by Practice as of the date hereof; (g) Paying compensation, benefits or distributions, directly or indirectly, of any type or nature to any Physician Shareholder until all amounts due as Physician Expenses, Manager Expenses and Management Fee currently due and payable have been paid in full; (hf) Deviating from the collection policies generally followed by Practice prior to the date hereof with respect to any patient account or other amount due for Practice's services; or; (ig) Entering into any new relationship or agreement with a Physician Shareholder or an Affiliate of or a Related Party to a Physician Shareholder or continuing any existing relationship or agreement with any such Person to the extent such relationship or agreement is not fully reflected in a written contract that has been provided to Manager as of the date hereof; and (h) All decisions or matters involving commitments of funds or loans from Manager or its Affiliates.