EXHIBIT 2.3
WORKING AGREEMENT
THIS AGREEMENT MADE THIS 10TH DAY OF AUGUST, ▇▇▇▇
▇ ▇ ▇ ▇ ▇ ▇ ▇:
MED-EMERG INTERNATIONAL INC.
(HEREINAFTER REFERRED TO AS "MEII")
OF THE FIRST PART
- AND -
YFMC HEALTHCARE INC.
(HEREINAFTER REFERRED TO AS "YFMC")
OF THE SECOND PART
WHEREAS MEII intends to make an offer to purchase all of the issued and
outstanding securities of YFMC (the "Transaction");
AND WHEREAS the parties together with 997675 Ontario Inc. and Page
▇▇▇▇▇▇▇ & Associates Ltd. (the "Principal Shareholders of YFMC") have entered
into the Business Combination Agreement;
AND WHEREAS the parties must obtain their respective regulatory and
shareholder approvals to proceed with the Transaction (the "Approvals");
AND WHEREAS the parties anticipate at least a ninety (90) day delay in
obtaining the appropriate Approvals and are desirous of establishing, pending
completion of the Transaction, a working agreement for the purposes of
carrying on business as a combined entity;
NOW THEREFORE, in consideration of the premises and the respective
covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged
by each of the parties hereto, the parties hereto hereby covenant and agree
as follows:
1. TERM:
This Agreement shall come into force and effect as of the date of the
execution of the Business Combination Agreement (the "Effective Date") and
shall continue in force until the earlier of:
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1. the successful closing of the Transaction; and
2. the termination of the Business Combination Agreement in accordance
with the termination provisions therein.
2. OBJECTIVES AND RELATIONSHIP OF THE PARTIES:
2.1 As of the Effective Date, MEII and YFMC agree to establish a working
agreement for the purpose of continuing carrying on their respective
businesses but as one combined entity ("MEII-YFMC").
2.2 During the term of this Agreement, MEII-YFMC will have the following
objectives:
1. to operate and to continue with the development of the Physician
Practice Management ("PPM") division, which includes, without
limitation, the acquisition of medical centres and the creation of
new health centres throughout Canada;
2. the development of the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or other related name)
division of MEII;
3. the creation of strategic alliances; and
4. engaging in any other business which is for the benefit of
MEII-YFMC;
2.3 In conjunction with the Transaction, YFMC has offered employment or
consulting packages to YFMC management with MEII's consent. In order to
meet the mutual objectives of both parties of carrying on business as
MEII-YFMC, the following persons have agreed that the commencement date
of their term of employment or consulting arrangements will be the
Effective Date:
1. DR. ▇▇▇▇▇▇ ▇▇▇▇▇▇: ▇▇. ▇▇▇▇▇▇ will act as an administrator and his
responsibilities will include recruiting qualified physicians,
organizing physician's shifts, developing an organization-wide
quality assurance program, contributing to the combined business'
strategy and plans for growth and developing health programs for
the clinics managed or operated by MEII-YFMC;
2. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇: ▇▇. ▇▇▇▇▇▇▇▇ will act as General Manager of
medical clinic operations and his responsibilities will include
overseeing the planning, coordination and execution of operations
at present and future medical clinics managed or operated by
MEII-YFMC;
3. ▇▇▇▇ ▇. ▇▇▇▇▇: ▇▇. ▇▇▇▇▇ will act as General Corporate Counsel of
MEII-YFMC and his responsibilities will include managing all
corporate legal and compliance matters, lease negotiations,
contract development, acquisition related matters and be involved
in the development of business growth strategies; and
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4. ▇▇ ▇▇▇▇▇▇▇▇: International Health Consultants Inc. will provide
the services of ▇▇. ▇▇▇▇▇▇▇▇ to MEII-YFMC to serve as
Vice-President Corporate Finance and Development and as President
of YFMC Healthcare (Alberta) Inc.
3. CARRYING ON BUSINESS:
3.1 YFMC and MEII shall each continue operating their respective businesses
on the understanding that they shall consult one another in the same
fashion as if they were operating as one combined entity.
3.2 Each of YFMC and MEII, unless otherwise agreed upon, will, subject to
the Business Combination Agreement, continue to carry on business using
their respective credit facilities to fund day to day operation and the
acquisitions of new businesses. All new acquisitions and/or businesses
will, subject to the Business Combination Agreement, be concluded under
their respective banners, to be later converted into the combined new
entity, provided the successful completion of the Transaction.
3.3 Neither YFMC or MEII shall have the authority to act for the other or to
incur any obligation on behalf of the other.
4. TERMINATION AND DISPUTE RESOLUTION:
4.1 In the event that the Transaction does not successfully close and that
this Agreement is terminated, the parties agree to the following:
1. Without limitation thereon, all acquisitions, business development
and/or creation of strategic alliances which were secured either
prior to or during the term of this Agreement by YFMC or MEII,
shall remain the property of either YFMC or MEII, as the case may
be;
2. MEII will advance, from time to time, up to $50,000, as working
capital for YFMC. For greater certainty, the advances will not be
used by YFMC in respect of acquisitions. Such advances will be
evidenced by a promissory grid note with such rate of interest and
such other terms (including terms as to security) as may be
mutually agreed. The amount evidenced by such promissory note will,
in the event the Transaction is not completed, be repaid by January
31, 2000.
3. In the event the Transaction is not completed, YFMC and MEII agree
to reimburse one another for operational expenses incurred to
facilitate the combination of the
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business operations, such as traveling and out-of-pocket expenses
and which would not have been incurred but for the proposed
business combination. For greater certainty, expenses relating to
the negotiation and preparation of the Business Combination
Agreement and related expenses are not reimbursable by either party.
4. Within sixty days of the termination of this agreement and in the
event the Transaction has not been completed, both YFMC and MEII
shall provide one another with a summary of all expenses incurred
for which reimbursement is sought pursuant to this provision.
Within forty-five days of receipt of the summary, the parties
hereto shall consult and negotiate with one another in good faith
to reach a just and equitable resolution of the reimbursement of
such expenses.
5. To the extent amounts are reimbursable by one party to the other,
such amounts may be set-off against amounts otherwise owing by such
party to the other party.
4.2 If the aforementioned attempts referred to in paragraph 4.1(3) fail
within the forty-five (45) days provided, then such disagreement shall
be referred to arbitration pursuant to the Arbitration legislation of
the province of Ontario and in accordance with the following:
1. any party may by written notice to the other party request that the
disagreement be referred to arbitration with the reference being to
a single arbitrator who is reasonably knowledgeable in the health
related industry and mutually agreed to by the parties, provided
that, if the parties are unable to agree on an arbitrator within
twenty (20) days of receipt of the written notice, the arbitration
shall be to three arbitrators each being reasonably knowledgeable
in the aforementioned field, one of whom shall be appointed by YFMC
and one of whom shall be appointed by MEII and each party shall
provide notice to the other party of the arbitrator so appointed
within thirty (30) days of the written notice requesting
arbitration and the third arbitrator shall be appointed by the
arbitrators appointed by YFMC and MEII and such third arbitrator
shall be the chairperson; provided further that if either party
fails to give notice of the appointment of an arbitrator herein
provided the reference shall be to an arbitrator appointed in
accordance with this clause and as such the arbitrator shall be
considered to have been mutually agreed to by the parties;
2. where reference is to three arbitrators, decisions may be made by
the majority of the arbitrators provided that matters susceptible
to reduction to a number, such as a dollar amount, shall be decided
by closed ballot by averaging the two nearest numerical decisions
of the three arbitrators;
3. the arbitrator(s) may proceed to an award notwithstanding the
failure of one party to participate in the arbitration proceedings;
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4. the prevailing party shall be entitled to an award of reasonable
legal fees incurred in connection with the arbitration in such
amount as determined by the arbitrator(s); and
5. the award of the arbitrator(s) shall be enforceable in a court of
competent jurisdiction.
5. APPLICABLE LAW
5.1 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada
applicable in the Province of Ontario and shall be treated, in all
respects, as an Ontario contract. Each Party to this Agreement
irrevocably attorns to and submits to the jurisdiction of the Courts of
Ontario with respect to any matter arising under to relating to this
Agreement.
6. ACCOUNTING TERMS
6.1 All calculations are to be made and all financial data to be submitted
are to be prepared, in accordance with the generally accepted accounting
principles approved from time to time by the Canadian Institute of
Chartered Accountants, or any successor institute applied on a
consistent basis.
7. SEVERABILITY
7.1 Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of such prohibition or unenforceability and shall be severed from
the balance of this Agreement, all without affecting the remaining
provisions of this Agreement or affecting the validity or enforceability
of such provision in any other jurisdiction.
8. COUNTERPARTS
8.1 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same instrument. Counterparts
may be executed either in original or faxed form and the parties adopt
any signatures received by fax machine as original signatures of the
parties; provided, however, that any party providing its signature in
such manner shall promptly forward to the other party an original of the
signed copy of this Agreement which was so faxed.
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IN WITNESS WHEREOF this agreement has been executed by the parties hereto.
)
)
) YFMC HEALTHCARE INC.
) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
) PER:
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) I have authority to bind the
) corporation
)
) MED-EMERG INTERNATIONAL
) INC.
) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
) PER:
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) I have authority to bind the
) corporation
With reference to paragraph 2.3 of this Agreement, Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇▇▇ and International Health Consultants Inc.
hereby agree to the terms thereof.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
INTERNATIONAL HEALTH CONSULTANTS INC.
/s/ ▇▇ ▇▇▇▇▇▇▇▇
Per:
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I have the authority to bind the corporation