Common use of Actions Requiring Manager’s Consent Clause in Contracts

Actions Requiring Manager’s Consent. Notwithstanding anything herein to the contrary, PC shall not take, and Physician Owner shall cause PC to not take, any of the following actions during the Term of this Agreement without the prior written consent of Manager following approval of Manager’s Managing Directors (and any such action taken without such consent shall be null and void ab initio): (a) form a subsidiary or acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, limited liability company, association, joint operating agreements and contractual joint ventures or other business organization or division or portion thereof (each such entity in which PC is or may become a shareholder, partner, member or equity holder is sometimes referred to as a “Subsidiary”); (b) issue, pledge, sell, transfer or encumber any capital stock of or securities in PC or any Subsidiary or any security convertible into shares of capital stock or securities in PC or any Subsidiary; (c) pay any dividends on the capital stock of PC or any Subsidiary, or make any other actual, constructive or deemed distribution to Physician Owner; (d) consolidate, merge or exchange any stock, shares, or securities in PC or any Subsidiary; (e) sell, assign, pledge, lease, exchange, transfer, or otherwise dispose of, including, without limitation, by mortgage, lien, encumbrance or other security device, any real or personal property or other assets of PC or any Subsidiary, including accounts receivable; (f) purchase, lease or otherwise acquire real or personal property or other assets at an aggregate cost to PC or any Subsidiary exceeding One Thousand Dollars ($1,000); (g) create, incur or assume, or agree to create, incur or assume, any loans or indebtedness by PC or any Subsidiary, or make or agree to make any loans, advances or capital contributions to, or investments in, any other person in excess of One Thousand Dollars ($1,000); (h) create, incur, or allow any mortgage, lien, deed of trust, charge, pledge, security interest or otherwise encumber any property of PC or any Subsidiary, except for liens (i) shown on Schedule 2.5 hereto, (ii) arising under this Agreement or the other Loan Documents, and (iii) for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which the borrower (i.e., PC or the applicable Subsidiary) maintains adequate reserves on its books and records. (i) reclassify, recapitalize, or split the capital stock or securities of PC or any Subsidiary; (j) redeem, purchase or otherwise acquire any shares of capital stock or other securities of PC or any Subsidiary; (k) adopt or amend any Articles of Incorporation, Bylaws, operating agreements, or other charter documents of PC or any Subsidiary; (l) dissolve, wind down or liquidate PC or any Subsidiary; (m) enter into, amend or terminate any contract or agreement to which PC or any Subsidiary is a party, which has an aggregate price or value to PC or any Subsidiary in excess of One Thousand Dollars ($1,000); (n) undertake, enter into or incur any expenditure, expense, obligation, agreement, contract or arrangement that is not included in or is in any way inconsistent with any budget or business plan developed in consultation with and approved by Manager; (o) increase the compensation, benefits or perquisites of Physician Owner, any Qualified Professional, employee or independent contractor of PC or of any Subsidiary not expressly provided for in the PC Budget (as defined below); (p) adopt or revise the PC Budget; (q) create any indebtedness or any other obligation of PC or any Subsidiary to Physician Owner, or Physician Owner to PC or any Subsidiary; (r) adopt a d/b/a or other indication of affiliation; (s) retain any consultants, accountants, attorneys or other professional services providers; (t) pay, discharge or satisfy any debts, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of One Thousand Dollars ($1,000); (u) commence any legal action, suit or proceeding; (A) make an assignment for the benefit of creditors, (B) admit in writing PC’s or any Subsidiary’s inability to pay its debts as they become due, or otherwise becomes insolvent (however evidenced), (C) file a petition in bankruptcy, (D) petition or apply to any tribunal for any receiver for PC or any Subsidiary, or (E) commence any proceeding relating to PC or any Subsidiary under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or order, whether now or hereafter in effect; or (w) take any other action that is not in the ordinary course of business.