Common use of Nonprofit Clause in Contracts

Nonprofit. 4.1 The Corporation is organized without capital stock exclusively for charitable, educational, and scientific purposes. The Corporation shall issue no stock nor shall any dividend or profit ever be declared or paid to any officer or director thereof. 4.2 The assets and property of the Corporation are irrevocably dedicated to the purposes stated in Article III, and no part of the net earnings or property of the Corporation may inure to the benefit of or be distributable to any private shareholder or individual (within the meaning of Code Section 501(c)(3)), including without limitation the Corporation's directors or officers, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purpose. 4.3 No part of the activities of the Corporation may consist of carrying on propaganda or otherwise attempting to influence legislation, provided that such restriction shall not be construed to prohibit the Corporation from interacting with, reporting to, educating, or advising the General Assembly with respect to matters within the purposes and expertise of the Foundation. 4.4 The Corporation may not participate in, or intervene in (including publication or distribution of any statement), any political campaign on behalf of any candidate for public office. 4.5 Notwithstanding any other provision of these articles, the Corporation may not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Code Section 501(c)(3), (ii) by a corporation, contributions to which are deductible under Code Section 170(c)(2), or (iii) by a corporation exempt from Federal income tax under Code Section 501(c)(4), provided that the Corporation shall in no way be precluded from interacting with, reporting to, educating, or advising the General Assembly with respect to matters within the purposes and expertise of the Foundation. 4.6 The Corporation may not engage in any self- dealing, as that term is defined in Code Section 4941(d) as though the Corporation were a private foundation, as that term is defined in Code Section 509(a), regardless of whether the Corporation is actually such a private foundation. 4.7 Commencing in the fourth fiscal year of the Corporation after its incorporation, the Corporation each fiscal year shall make "qualifying distributions" within the meaning of Code Section 4942 in an amount equal to or greater than five percent (5%) of the aggregate fair market value of all of the assets of the Corporation, other than those assets that are used (or held for use) directly in carrying out the Corporation's charitable purposes, and shall make such distributions at the times and in the manner that would be required of the Corporation if it were a private foundation, as that term is defined in Code Section 509(a), regardless of whether the Corporation is actually such a private foundation. Notwithstanding the foregoing, the Corporation may not expend any amounts other than its investment earnings on its programmatic activities without the prior approval of no less than two-thirds (2/3) of the members of the Board of Directors then in office. 4.8 The Corporation shall not retain any excess business holdings, as that term is defined in Code Section 4943(c), provided that the Corporation may exceed these limitations with respect to the equity securities of RightCHOICE Managed Care, Inc., a Delaware corporation ("New RIT") for the limited term, and subject to the conditions and obligations, provided in the Agreement and Plan of Reorganization and related documents (collectively, the "Reorganization Documents") appended as Exhibits to the Settlement Agreement executed on September 20, 1998, as Amended and Restated on January 6, 2000, among ▇▇▇▇▇▇▇▇ ▇. ("▇▇▇") ▇▇▇▇▇, Attorney General of the State of Missouri, the Missouri Department of Insurance and ▇▇▇▇▇ ▇▇▇▇▇▇, its Director, Blue Cross and Blue Shield of Missouri ("BCBSMo") and RightCHOICE Managed Care, Inc., a Missouri corporation (the "Settlement Agreement"). 4.9 The Corporation shall not make any investments which would subject it to imposition of a tax pursuant to Code Section 4944 if the Corporation were a private foundation, as that term is defined in Code Section 509(a), regardless of whether the Corporation is actually such a private foundation. 4.10 The Corporation shall not make any expenditures which would be taxable expenditures, as that term is defined in Code Section 4945(d), if the Corporation were a private foundation, as that term is defined in Code Section 509(a), regardless of whether the Corporation is actually such a private foundation. 4.11 Except to the extent that equity ownership is permitted by Section 4.8, the Corporation, and its directors, officers and employees, shall be and remain independent of New RIT and its parent, subsidiaries, affiliates, predecessors and successors (collectively, the "RIT Entities"), and no person who is an officer, director or employee of any of the RIT Entities at the time of incorporation of the Corporation or thereafter shall be qualified to be an officer, director or employee of the Corporation. 4.12 The Corporation shall report to the public and the Attorney General of the State of Missouri at least annually information equivalent to that required of corporations exempt from Federal income tax under Code Section 501(c)(3), regardless of whether the Corporation is so recognized. 4.13 It is the policy of the Corporation to subject itself to the provisions of Mo. Rev.

Nonprofit. 4.1 The Corporation is organized without capital stock exclusively for charitable, educational, and scientific purposes. The Corporation shall issue no stock nor shall any dividend or profit ever be declared or paid to any officer or director thereof. 4.2 The assets and property of the Corporation are irrevocably dedicated to the purposes stated in Article III, and no part of the net earnings or property of the Corporation may inure to the benefit of or be distributable to any private shareholder or individual (within the meaning of Code Section 501(c)(3)), including without limitation the Corporation's directors or officers, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purpose. 4.3 No part of the activities of the Corporation may consist of carrying on propaganda or otherwise attempting to influence legislation, provided that such restriction shall not be construed to prohibit the Corporation from interacting with, reporting to, educating, or advising the General Assembly with respect to matters within the purposes and expertise of the Foundation. 4.4 The Corporation may not participate in, or intervene in (including publication or distribution of any statement), any political campaign on behalf of any candidate for public office. 4.5 Notwithstanding any other provision of these articles, the Corporation may not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Code Section 501(c)(3), (ii) by a corporation, contributions to which are deductible under Code Section 170(c)(2), or (iii) by a corporation exempt from Federal income tax under Code Section 501(c)(4), provided that the Corporation shall in no way be precluded from interacting with, reporting to, educating, or advising the General Assembly with respect to matters within the purposes and expertise of the Foundation. 4.6 The Corporation may not engage in any self- self-dealing, as that term is defined in Code Section 4941(d) as though the Corporation were a private foundation, as that term is defined in Code Section 509(a), regardless of whether the Corporation is actually such a private foundation. 4.7 Commencing in the fourth fiscal year of the Corporation after its incorporation, the Corporation each fiscal year shall make "qualifying distributions" within the meaning of Code Section 4942 in an amount equal to or greater than five percent (5%) of the aggregate fair market value of all of the assets of the Corporation, other than those assets that are used (or held for use) directly in carrying out the Corporation's charitable purposes, and shall make such distributions at the times and in the manner that would be required of the Corporation if it were a private foundation, as that term is defined in Code Section 509(a), regardless of whether the Corporation is actually such a private foundation. Notwithstanding the foregoing, the Corporation may not expend any amounts other than its investment earnings on its programmatic activities without the prior approval of no less than two-thirds (2/3) of the members of the Board of Directors then in office. 4.8 The Corporation shall not retain any excess business holdings, as that term is defined in Code Section 4943(c), provided that the Corporation may exceed these limitations with respect to the equity securities of RightCHOICE Managed Care, Inc., a Delaware corporation ("New RIT") for the limited term, and subject to the conditions and obligations, provided in the Agreement and Plan of Reorganization and related documents (collectively, the "Reorganization Documents") appended as Exhibits to the Settlement Agreement executed on September 2015, 1998, as Amended and Restated on January 6, 2000, among ▇▇▇▇▇▇▇▇ ▇. ("▇▇▇") ▇▇▇▇▇, Attorney General of the State of Missouri, the Missouri Department of Insurance and ▇▇▇ ▇▇▇ . ▇▇▇▇▇▇, its Director, Blue Cross and Blue Shield of Missouri ("BCBSMo") and RightCHOICE Managed Care, Inc., a Missouri corporation (the "Settlement Agreement"). 4.9 The Corporation shall not make any investments which would subject it to imposition of a tax pursuant to Code Section 4944 if the Corporation were a private foundation, as that term is defined in Code Section 509(a), regardless of whether the Corporation is actually such a private foundation. 4.10 The Corporation shall not make any expenditures which would be taxable expenditures, as that term is defined in Code Section 4945(d), if the Corporation were a private foundation, as that term is defined in Code Section 509(a), regardless of whether the Corporation is actually such a private foundation. 4.11 Except to the extent that equity ownership is permitted by Section 4.8, the Corporation, and its directors, officers and employees, shall be and remain independent of New RIT and its parent, subsidiaries, affiliates, predecessors and successors (collectively, the "RIT Entities"), and no person who is an officer, director or employee of any of the RIT Entities at the time of incorporation of the Corporation or thereafter shall be qualified to be an officer, director or employee of the Corporation. 4.12 The Corporation shall report to the public and the Attorney General of the State of Missouri at least annually information equivalent to that required of corporations exempt from Federal income tax under Code Section 501(c)(3), regardless of whether the Corporation is so recognized. 4.13 It is the policy of the Corporation to subject itself to the provisions of Mo. Rev.