Actions Requiring Manager’s Consent Sample Clauses
The "Actions Requiring Manager’s Consent" clause defines specific decisions or activities that cannot be undertaken without the explicit approval of the manager. Typically, this clause lists actions such as entering into major contracts, incurring significant expenses, or making structural changes to the business, all of which require the manager’s prior written consent. By establishing these requirements, the clause ensures that the manager retains control over key business decisions, thereby preventing unauthorized actions and safeguarding the interests of the business or investment.
Actions Requiring Manager’s Consent. Notwithstanding anything herein to the contrary, the Shareholder(s) and the Practice Operator agree that the following actions by the Practice Operator shall require the prior written consent of the Manager:
4.15.1 The issuance of capital stock of the Practice Operator or of any security convertible into shares of capital stock of the Practice Operator;
4.15.2 The payment of any dividends on the capital stock of the Practice Operator or other distribution to the Shareholders of the Practice Operator;
4.15.3 Any consolidation of the Practice Operator;
4.15.4 Any sale, assignment, pledge, lease, exchange, transfer or other disposition, including, without limitation, a mortgage or other security device, of assets, including the Practice Operator’s accounts receivable, constituting in the aggregate five percent (5%) or more (in any transaction or series of transactions over any consecutive five (5) year period) of the total assets of the Practice Operator at the end of its most recent fiscal year ending prior to such disposition;
4.15.5 Any purchase or other acquisition of assets at any aggregate cost to the Practice Operator exceeding One Thousand and No/100 Dollars ($1,000.00);
4.15.6 Any incurrence of loans or other indebtedness by the Practice Operator in an amount in excess of One Thousand and No/100 Dollars ($1,000.00);
4.15.7 Any reclassification or recapitalization of the capital stock of the Practice Operator;
4.15.8 Any redemption or purchase of any shares of capital stock of the Practice Operator;
4.15.9 Any amendment to the Articles of Incorporation or Bylaws of the Practice Operator;
4.15.10 The dissolution or liquidation of the Practice Operator;
4.15.11 The authorization for the employment or discharge of any employed individual, or the engagement or termination of engagement of any independent contractor, at a compensation in excess of Five Thousand and No/100 Dollars ($5,000.00) per annum, or for the execution and delivery of any employment agreements or contracts with independent contractors or consultants, or the modification or termination thereof;
4.15.12 The entering into of any contract by the Practice Operator at an aggregate contract price to PC in excess of One Thousand and No/100 Dollars ($1,000.00); and
4.15.13 The creation of any indebtedness or any other obligation of the Practice Operator to any of the Shareholders of the Practice Operator or of any of the Shareholders of the Practice Operator to the Practice Operator.
Actions Requiring Manager’s Consent. Notwithstanding anything herein to the contrary, the following actions by VA shall require the prior written consent of the Manager:
4.15.1 The issuance of capital stock of the VA or of any security convertible into shares of capital stock of VA;
4.15.2 The payment of any dividends on the capital stock of VA or other distribution to the shareholders of VA;
4.15.3 Any consolidation of VA;
4.15.4 Any sale, assignment, pledge, lease, exchange, transfer or other disposition, including, without limitation, a mortgage or other security device, of assets, including the VA’s accounts receivable, constituting in the aggregate five percent (5%) or more (in any series of transactions over any consecutive five (5) year period) of the total assets of VA as of the end of its most recent fiscal year ending prior to such disposition;
4.15.5 Any purchase or other acquisition of assets at any aggregate cost to VA exceeding Five Thousand Dollars ($5,000.00);
4.15.6 Any incurrence of loans or other indebtedness by VA in an amount in excess of Five Thousand Dollars ($5,000.00);
4.15.7 Any reclassification or recapitalization of the capital stock of VA;
4.15.8 Any redemption or purchase of any shares of capital stock of VA;
4.15.9 Any amendment to the Articles/Certificate of Incorporation or Bylaws of VA;
4.15.10 The dissolution or liquidation of VA;
4.15.11 The authorization for the employment or discharge of any individual at a salary in excess of Five Thousand Dollars ($5,000.00) per annum, or for the execution and delivery of any employment contracts, or the modification or termination thereof;
4.15.12 The entering into any contract by VA at an aggregate contract price to the VA in excess of Five Thousand Dollars ($5,000.00); and The creation of any indebtedness or any other obligation of VA to any of the shareholders of VA or of any of the shareholders of VA to VA. QUALITY AND UTILIZATION MANAGEMENT; PEER REVIEW.
5.1 Quality and Utilization Management. VA ACKNOWLEDGES AND AGREES THAT A QUALITY AND UTILIZATION MANAGEMENT PROGRAM FOR DETERMINING THE MEDICAL NECESSITY AND APPROPRIATENESS OF CARE RENDERED BY VA PROVIDES CONTROLS AND PROTECTIONS THAT ASSIST TO PREVENT POTENTIAL OVERUTILIZATION WITH ANY FEE FOR SERVICE ARRANGEMENT, INCLUDING, BUT NOT LIMITED, TO THOSE REIMBURSABLE UNDER FEDERAL HEALTH INSURANCE PROGRAMS AND ALSO PROVIDES ESSENTIAL DATA TO VA AND MANAGER FOR THE PURPOSES OF MANAGING THE PRACTICE AND NEGOTIATING, ADMINISTERING AND MAINTAINING PAYOR CONTRACTS. VA a...
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 Subs...
Actions Requiring Manager’s Consent. Notwithstanding anything herein to the contrary, the following actions by VA shall require the prior written consent of the Manager:
4.15.1 The issuance of capital stock of the VA or of any security convertible into shares of capital stock of VA;
4.15.2 The payment of any dividends on the capital stock of VA or other distribution to the shareholders of VA; 4.15.3 Any consolidation of VA;
Actions Requiring Manager’s Consent. Notwithstanding anything herein to the contrary, the Practice Operator agrees that the following actions by the Practice Operator shall require the prior written consent of the Manager:
(i) Use office space provided by Manager for any activities that may otherwise be outside of the scope of this Agreement.
(ii) Make any changes or improvements to any spaces provided by the Manager
(iii) Use of Manager’s name, logo, or other intellectual property on any letterhead, professional announcements, brochures, promotional materials, private placements, public offerings
(iv) Any other action not expressly agreed to in this Agreement that directly impacts the Manager’s interest, duties, obligations, or privileges.