Common use of Operational Covenants Clause in Contracts

Operational Covenants. Without the prior written consent of Shareholder, PainCare shall not, and shall not permit the Surviving Corporation to, do any of the following prior to the conclusion of the third Formula Period: (a) reorganize the Surviving Corporation, whether by integrating or consolidating the business of the Surviving Corporation with other operating units of PainCare or its subsidiaries or affiliates or otherwise, except in the case that at the time of such integration or consolidation such transaction could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; (b) effect any reassignment, reprioritization, reallocation, restructuring, or reduction of the Surviving Corporation’s human or other resources, their research and development initiatives, or their marketing programs, except in a manner that at the time of such event could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; (c) amend the articles of incorporation or bylaws of the Surviving Corporation in any manner that at the time of such amendment could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; MIA 302723-6.064049.0034 (d) cause the Surviving Corporation to become a party to or terminate any agreement which at the time such agreement is entered into or terminated could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; provided that this Section 10.9(d) shall not be deemed to create any right to amend or terminate the Management Services Agreement; (e) cause the Surviving Corporation to undertake actions outside the ordinary course of its business which at the time of such undertaking could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; (f) sell a material portion of the Surviving Corporation or its assets, merge the Surviving Corporation with any other entity, sell a controlling interest in the Surviving Corporation, or make any fundamental change in the business of the Surviving Corporation unless such action(s) at the time of such undertaking could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits. The Parties hereby acknowledge and agree that the foregoing covenants in this Section 10.9 shall be of no effect during any Formula Period if the Formula Period Profits in any two (2) consecutive Formula Period quarters falling within such Formula Period are less than One Hundred Eighty Five Thousand and No/100 Dollars ($185,000), or if the Formula Period Profits in any one quarterly period falling within such Formula Period is less than Eighty Thousand and No/100 Dollars ($80,000).

Operational Covenants. Without the prior written consent of ShareholderLarrx X. Xxxxxxxx xxx Michxxx Xxxxxxxxxx, PainCare xxich shall not be unreasonably withheld, Buyer shall not, and shall not permit the Surviving Corporation to, do any of the following prior to the conclusion of the third second Formula Period: (a) reorganize the Surviving CorporationJamixx, whether xxether by integrating or consolidating the business of the Surviving Corporation with Jamixx xxxh other operating units of PainCare Buyer or its subsidiaries or affiliates or otherwiseaffiliates, except in the case that at the time of such integration or consolidation such transaction could not reasonably be expected to have a Material Adverse Effect on the Formula Period ProfitsRevenues; (b) commence, without integrating or consolidating into the business of Jamixx, xxsiness in CKHI or its subsidiaries or affiliates which is competitive with the business of Jamixx xxxess such integration or consolidation could not reasonably be expected to have at that time a Material Adverse Effect on the Formula Revenues or unless CKHI first offers such business or opportunity to Larrx X. Xxxxxxxx xxx Michxxx Xxxxxxxxxx xxx integration or consolidation into the business of Jamixx xxx Mr. Xxxxxxxx xxx Mr. Xxxxxxxxxx xxxline (which shall include the failure to respond in writing within 30 days of such offer) such business or opportunity; (c) breach, or cause Jamixx xx breach, the Employment Agreements with Larrx X. Xxxxxxxx xx Michxxx Xxxxxxxxxx; (d) effect any reassignment, reprioritization, reallocation, restructuring, or reduction of the Surviving Corporation’s Jamita's human or other resources, their research and development initiatives, or their marketing programs, except in a manner that at the time of such event could not reasonably be expected to have a Material Adverse Effect on the Formula Period ProfitsRevenues or that are reasonably necessary in light of Jamita's results of operation; (ce) amend the articles of incorporation or bylaws of the Surviving Corporation in Jamixx xx any manner that at the time of such amendment could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; MIA 302723-6.064049.0034 (d) cause the Surviving Corporation to become a party to or terminate any agreement which at the time such agreement is entered into or terminated could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; provided that this Section 10.9(d) shall not be deemed to create any right to amend or terminate the Management Services Agreement; (e) cause the Surviving Corporation to undertake actions outside the ordinary course of its business which at the time of such undertaking could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; (f) sell a material portion of the Surviving Corporation or its assets, merge the Surviving Corporation with any other entity, sell a controlling interest in the Surviving Corporation, or make any fundamental change in the business of the Surviving Corporation unless such action(s) at the time of such undertaking could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits. The Parties hereby acknowledge and agree that the foregoing covenants in this Section 10.9 shall be of no effect during any Formula Period if the Formula Period Profits in any two (2) consecutive Formula Period quarters falling within such Formula Period are less than One Hundred Eighty Five Thousand and No/100 Dollars ($185,000), or if the Formula Period Profits in any one quarterly period falling within such Formula Period is less than Eighty Thousand and No/100 Dollars ($80,000).be

Operational Covenants. Without the prior written consent of Shareholder, PainCare shall not, and shall not permit the Surviving Corporation to, do any of the following prior to the conclusion of the third Formula Period: (a) reorganize the Surviving Corporation, whether by integrating or consolidating the business of the Surviving Corporation with other operating units of PainCare or its subsidiaries or affiliates or otherwise, except in the case that at the time of such integration or consolidation such transaction could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; (b) effect any reassignment, reprioritization, reallocation, restructuring, or reduction of the Surviving Corporation’s human or other resources, their research and development initiatives, or their marketing programs, except in a manner that at the time of such event could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; (c) amend the articles of incorporation or bylaws of the Surviving Corporation in any manner that at the time of such amendment could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; MIA 302723-6.064049.0034; (d) cause the Surviving Corporation to become a party to or terminate any agreement which at the time such agreement is entered into or terminated could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; provided that this Section 10.9(d) shall not be deemed to create any right to amend or terminate the Management Services Agreement; (e) cause the Surviving Corporation to undertake actions outside the ordinary course of its business which at the time of such undertaking could reasonably be expected to have a Material Adverse Effect on the Formula Period Profits; (f) sell a material portion of the Surviving Corporation or its assets, merge the Surviving Corporation with any other entity, sell a controlling interest in the Surviving Corporation, or make any fundamental change in the business of the Surviving Corporation unless such action(s) at the time of such undertaking could not reasonably be expected to have a Material Adverse Effect on the Formula Period Profits. In the event that any of the foregoing covenants are breached by PainCare and/or the Surviving Corporation and such breach has a Material Adverse Effect on the Formula Period Profits, then the actual Formula Period Profits shall be increased by the amount by which the Formula Period Profits were materially decreased, as a result of such breach by PainCare and/or the Surviving Corporation. The Parties hereby acknowledge and agree that the foregoing covenants in this Section 10.9 shall be of no effect during any Formula Period if the Formula Period Profits in any two (2) consecutive Formula Period quarters falling within such Formula Period are less than One a total of Four Hundred Eighty Five Twenty Thousand and No/100 Dollars ($185,000420,000), or if the Formula Period Profits in any one quarterly period falling within such Formula Period is less than Eighty One Hundred Ninety Two Thousand and No/100 Dollars ($80,000192,000).

Operational Covenants. Without the prior written consent of Shareholder, which shall not be unreasonably withheld, PainCare shall not, and shall not permit the Surviving Corporation to, do any of the following prior to the conclusion of the third Formula PeriodPeriod except in the case of a rescission of this Agreement as provided in Section 11 below: (a) reorganize the Surviving Corporation, whether by integrating or consolidating the business of the Surviving Corporation with other operating units of PainCare or its subsidiaries or affiliates or otherwiseaffiliates, except in the case that at the time of such integration or consolidation such transaction could not reasonably be expected to have a Material Adverse Effect material adverse effect on the Formula Period Profits; (b) effect any reassignment, reprioritization, reallocation, restructuring, or reduction of the Surviving Corporation’s human or other resources, their research and development initiatives, or their marketing programs, except in a manner that at the time of such event could not reasonably be expected to have a Material Adverse Effect material adverse effect on the Formula Period ProfitsProfits or that are reasonably necessary in light of the Surviving Corporation’s results of operation; (c) amend the articles of incorporation or bylaws of the Surviving Corporation in any manner that at the time of such amendment could reasonably be expected to have a Material Adverse Effect material adverse effect on the Formula Period Profits; MIA 302723-6.064049.0034; (d) cause the Surviving Corporation to become a party to or terminate any agreement which at the time such agreement is entered into or terminated could reasonably be expected to have a Material Adverse Effect material adverse effect on the Formula Period Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; provided that this Section 10.9(d) shall not be deemed to create any right to amend or terminate the Management Services Agreement; (e) cause the Surviving Corporation to undertake actions outside the ordinary course of its business which at the time of such undertaking could reasonably be expected to have a Material Adverse Effect material adverse effect on the Formula Period Profits; (f) sell a material portion of the Surviving Corporation or its assets, merge the Surviving Corporation with any other entity, sell a controlling interest in the Surviving Corporation, or make any fundamental change in the business of the Surviving Corporation unless such action(s) at the time of such undertaking could not reasonably be expected to have a Material Adverse Effect material adverse effect on the Formula Period Profits. Profits or that is reasonably necessary in light of the Surviving Corporation’s results of operation; The Parties parties hereby acknowledge and agree that the foregoing covenants in this Section 10.9 9.9 shall be become null and void and of no further force or effect during any Formula Period if the Formula Period Profits of the Surviving Corporation beginning December 1, 2004 in each of any two (2) consecutive Formula Period calendar quarters falling within such Formula Period are less than One Hundred Eighty Five Thousand and No/100 Dollars ($185,000)600,000, or if the Formula Period Profits of the Surviving Corporation in any one quarterly period falling within such (1) Formula Period calendar quarter is less than Eighty Thousand and No/100 Dollars ($80,000)100,000.