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.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)
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 45 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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)
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 assumption by New P.C. of the Excluded Liabilities and 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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)
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 assumption by New P.C. of the Excluded Liabilities and 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.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)
