New PC. Xx. Xxxxxxx shall have formed the New PC under the laws of the State in order to commence the practice of orthodontics through the New PC. Xx. Xxxxxxx shall have furnished (i) a certificate of the State Secretary of State as to the legal existence and professional corporation good standing of New PC; and (ii) a copy of the resolutions adopted by the board of directors and stockholders of New PC authorizing and approving the Management Services Agreement and the Stock Put/Call Option and Successor Designation Agreement.
New PC. The New PC shall have been formed with an ownership and ------ organizational structure satisfactory to ADP, as described in (S)4.2(j)(ii)(A), each Shareholder (other than Xx. Xxxxxxx) shall have entered into a Five-Year Agreement with the New PC as contemplated by (S)4.2(j), and the Shareholders shall have satisfied their obligations under (S)4.2(j)(ii)(B) with respect to other Five-Year Agreements and One- Year Agreements between the New PC and other dentists and specialists.
New PC. The Shareholders shall have organized New PC and New PC shall have entered into Employment Agreements with the dentists presently employed by Seller and Seller shall have duly and validly assigned to New PC all reimbursement contracts with third party insurance companies, managed care companies and other reimbursement sources referred to in Section 2.2(f).
New PC. Dr. Holt shall xxxx xxxmed a new professional entity (the "New PC") under the laws of the State in order to commence the practice of endodontics through the New PC. Dr. Holt shall xxxx xxxnished (i) a certificate of the State Secretary of State as to the legal existence and professional corporation good standing of New PC; and (ii) a copy of the resolutions adopted by the board of directors and stockholders of New PC authorizing and approving the Management Services Agreement and the Stock Put/Call Option and Successor Designation Agreement.
New PC. Dr. Grove shall have formed the New PC under the laws of the State in xxxxx xx commence the practice of orthodontics through the New PC. Dr. Grove shall have furnished (i) a certificate of the State Secretarx xx Xxxxe as to the legal existence and professional corporation good standing of New PC; and (ii) a copy of the resolutions adopted by the board of directors and stockholders of New PC authorizing and approving the Management Services Agreement and the Stock Put/Call Option and Successor Designation Agreement.
New PC. 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 optometric business and to transfer good, valuable, and marketable title to all of the Company's Optometric Assets in exchange for the issuance by the
New PC. Dr. Feldman shall have formed the New PC under the laws of the State ix xxxxx xx commence the practice of orthodontics through the New PC. Dr. Feldman shall have furnished (i) a certificate of the State Secretxxx xx Xxxxe as to the legal existence and professional corporation good standing of New PC; and (ii) a copy of the resolutions adopted by the board of directors and stockholders of New PC authorizing and approving the Management Services Agreement and the Stock Put/Call Option and Successor Designation Agreement.
New PC. Dr. Whitaker shall have formxx xxx Xxx XC under the laws of the State in order to commence the practice of orthodontics through the New PC. Dr. Whitaker shall have fuxxxxxxx (x) x certificate of the State Secretary of State as to the legal existence and professional corporation good standing of New PC; and (ii) a copy of the resolutions adopted by the board of directors and stockholders of New PC authorizing and approving the Management Services Agreement and the Stock Put/Call Option and Successor Designation Agreement.
New PC. Dr. Longworth shall have formed a new professionax xxxxxx (xxx "New PC") under the laws of the State in order to commence the practice of orthodontics through the New PC. Dr. Longworth shall have furnished (i) a certificxxx xx xxx Xxate Secretary of State as to the legal existence and professional corporation good standing of New PC; and (ii) a copy of the resolutions adopted by the board of directors and stockholders of New PC authorizing and approving the Management Services Agreement and the Stock Put/Call Option and Successor Designation Agreement.
New PC. Dr. Leonard shall have formed a new professional exxxxx (xxx "New PC") under the laws of the State in order to commence the practice of orthodontics through the New PC. Dr. Leonard shall have furnished (i) a certificate xx xxx Xxxte Secretary of State as to the legal existence and professional corporation good standing of New PC at the Closing or within 15 days thereafter; and (ii) a copy of the resolutions adopted by the board of directors and stockholders of New PC authorizing and approving the Management Services Agreement and the Stock Put/Call Option and Successor Designation Agreement.
