New P. C. has complied with all applicable laws, regulations and licensing requirements and has filed with the proper authorities all necessary statements and reports, except where failure to so comply or file would not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of New P.C.
New P. C. intends to employ the Physician and enter into a Business Management Agreement (as defined herein) with the Company immediately prior to the Merger; and
New P. C. Spinoff. The Company shall form, organize and incorporate New P.C. in the State and the Articles or Certificate of Incorporation and Bylaws of New P.C. shall be in form and substance reasonably satisfactory to Vision 21. The Company shall not permit New P.C. to commence business until the Closing Date. On or prior to the Closing, Company shall take all actions and execute all documents, agreements or instruments necessary to transfer to New P.C. the Company's medical business and to transfer good, valuable, and marketable title to all of the Company's Medical Assets in exchange for the issuance by the New P.C. to the Company of all of the issued and outstanding shares of New P.C. common stock. Prior to the Closing, the Company shall declare and make a distribution to Physician of all of the issued and outstanding shares of New P.C. common stock.
New P. A. The term "New P.A." shall have the meaning set forth in the Recitals hereto.
New P. A. shall employ the Physician and shall enter into a Business Management Agreement effective as of the date first above written.
New P. Cardiology Management Partnership, a Texas general partnership.
New P. C. is a newly-formed professional corporation which has contemporaneously herewith acquired all of the medical assets of the shareholder's wholly-owned professional corporation, Danixx X. Xxxxxx, X.D., P.C.
New P. C. agrees that, subject to the terms and conditions of this Agreement, and in full consideration of the aforesaid sale, transfer, conveyance, assignment and delivery of the Optical Assets, New P.C. shall deliver to the Company at the Closing the consideration set forth in Schedule 2.5C.
New P. C. intends to employ the Optometrist and enter into a Business Management Agreement (as defined herein) with the Company immediately prior to the Merger; and
New P. C. to the Company of all of the issued and outstanding shares of New P.C. common stock. Prior to the Closing, the Company shall declare and make a distribution to Optometrist of all of the issued and outstanding shares of New P.C. common stock.
