Common use of Execution of Certain Agreements Clause in Contracts

Execution of Certain Agreements. In connection with the consummation of the transactions contemplated by the Merger Agreement (including the Merger), the Shareholder shall execute and deliver to Parent and its subsidiaries that are party thereto (and Parent shall, and shall cause its subsidiaries that are party thereto to, execute and deliver to you) each of the following agreements: (a) an Executive Employment Agreement substantially in the form attached hereto as Exhibit 1 and a Physician Employment Agreement substantially in the form attached hereto as Exhibit 2; (b) a Management Stock Contribution and Unit Subscription Agreement (the “Management Subscription Agreement”), substantially in the form attached hereto as Exhibit 3; (c) a Securityholders Agreement substantially in the form attached hereto as Exhibit 4; and (d) an Amended and Restated Limited Liability Company Agreement of Parent containing terms consistent with the provisions of the term sheet attached hereto as Exhibit 5 and such other provisions as are reasonable and customary in a limited liability company agreement of such nature. In addition, the Shareholder acknowledges and agrees that he will execute and deliver a management unit subscription agreement substantially in the form attached hereto as Exhibit 6 (the “Incentive Unit Subscription Agreement” and, together with the agreements described in (a) through (d) above, the “Transaction Agreements”) in connection with his purchase of units of limited liability company interest in Parent under the Incentive Plan (as defined in Section 5.2 below).

Appears in 2 contracts

Samples: Support and Voting Agreement (Vestar Capital Partners v L P), Support and Voting Agreement (Vestar Capital Partners v L P)

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Execution of Certain Agreements. In connection with the consummation of the transactions contemplated by the Merger Agreement (including the Merger), the Shareholder shall execute and deliver to Parent and its subsidiaries that are party thereto (and Parent shall, and shall cause its subsidiaries that are party thereto to, execute and deliver to you) each of the following agreements: (a) an Executive Employment Agreement substantially in the form attached hereto as Exhibit 1 and a Physician Employment Agreement substantially in the form attached hereto as Exhibit 21; (b) a Management Stock Contribution and Unit Subscription Agreement (the “Management Subscription Agreement”), substantially in the form attached hereto as Exhibit 32; (c) a Securityholders Agreement substantially in the form attached hereto as Exhibit 43; and (d) an Amended and Restated Limited Liability Company Agreement of Parent containing terms consistent with the provisions of the term sheet attached hereto as Exhibit 5 4 and such other provisions as are reasonable and customary in a limited liability company agreement of such nature. In addition, the Shareholder acknowledges and agrees that he will execute and deliver a management unit subscription agreement substantially in the form attached hereto as Exhibit 6 5 (the “Incentive Unit Subscription Agreement” and, together with the agreements described in (a) through (d) above, the “Transaction Agreements”) in connection with his purchase of units of limited liability company interest in Parent under the Incentive Plan (as defined in Section 5.2 below).

Appears in 1 contract

Samples: Support and Voting Agreement (Vestar Capital Partners v L P)

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Execution of Certain Agreements. In connection with the consummation of the transactions contemplated by the Merger Agreement (including the Merger), the Shareholder shall execute and deliver to Parent and its subsidiaries that are party thereto (and Parent shall, and shall cause its subsidiaries that are party thereto to, execute and deliver to you) each of the following agreements: (a) an Executive Employment Agreement substantially in the form attached hereto as Exhibit 1 and a Physician Employment Agreement substantially in the form attached hereto as Exhibit 21; (b) a Management Stock Contribution and Unit Subscription Agreement (the “Management Subscription Agreement”), substantially in the form attached hereto as Exhibit 32; (c) a Securityholders Agreement substantially in the form attached hereto as Exhibit 43; and (d) an Amended and Restated Limited Liability Company Agreement of Parent containing terms consistent with the provisions of the term sheet attached hereto as Exhibit 5 and such other provisions as are reasonable and customary in a limited liability company agreement of such nature. In addition, the Shareholder acknowledges and agrees that he will execute and deliver a management unit subscription agreement substantially in the form attached hereto as Exhibit 6 5 (the “Incentive Unit Subscription Agreement” and, together with the agreements described in (a) through (d) above, the “Transaction Agreements”) in connection with his purchase of units of limited liability company interest in Parent under the Incentive Plan (as defined in Section 5.2 below).

Appears in 1 contract

Samples: Support and Voting Agreement (Vestar Capital Partners v L P)

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