Physician Owner Change in Practice/Group Affiliation Sample Clauses

Physician Owner Change in Practice/Group Affiliation. In the event that a Physician Owner leaves the employment of or terminates his or her affiliation with VERO II, then the terminating Physician Owner may join or establish another group/practice which has or will enter into a Service Agreement with Company upon such terminating Physician Owner's affiliation with such new group/practice. Upon entering into such new Service Agreement, the terminating Physician Owner shall, except as limited by separate employment agreements between VERO II and Physician Owners, be released from any obligation under this Service Agreement. Company shall have the right to enter into such new Service Agreement without satisfying the requirements of paragraph G of Exhibit 11. In the event that (i) VERO II consents to Company entering into the new Service Agreement, (ii) entering into the new Service Agreement will not adversely affect the operations and earnings of Company, and (iii) the new group/practice can satisfy the representations and warranties set forth in Article XIII of this Agreement, then Company will not unreasonably withhold or refrain from entering into a new Service Agreement with the terminating Physician Owner's new group/practice. Except as set forth herein, in the event that the Physician Owner affiliates with a new group/practice that is not a party to a Service Agreement with Company, then Company, at its option, may terminate this Agreement solely with respect to the terminating Physician Owner, and the provisions of Exhibit 11 shall apply. In the event that Company does not enter into a new Service Agreement, then Company shall terminate this Agreement with respect to such Physician Owner, and the terminating Physician Owner shall be obligated as described in Sections 11.9.1(a), and 11.9.1(e) of this Agreement; provided, however, if such termination is within the first five (5) years of the term of this Agreement, the terminating Physician Owner shall also be obligated as described in Sections 11.9.1.(a), 11.9.1.(b), 11.9.1.(c), 11.9.1.(d) and 11.9.1.(e).
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Physician Owner Change in Practice/Group Affiliation. In the event that a Physician Owner leaves the employment of or terminates his or her affiliation with VERO, then the terminating Physician Owner may join or establish another group/practice which has or will enter into a Management Services Agreement with SCN upon such terminating Physician Owner's affiliation with such new group/practice. In the event that (i) VERO consents to SCN entering into the new Management Services Agreement, (ii) entering into the new Management Services Agreement will not adversely affect the operations and earnings of SCN, and (iii) the new group/practice can satisfy the representations and warranties set forth in ARTICLE IX of this Agreement, then SCN will not unreasonably withhold or refrain from entering into a new Management Services Agreement with the terminating Physician Owner's new group/practice. Except as set forth herein, in the event that the Physician Owner affiliates with a new group/practice that is not a Party to a Management Services Agreement with SCN, then SCN, at its option, may terminate this Agreement solely with respect to the terminating Physician Owner. In the event that SCN does not enter into a new Management Services Agreement, then SCN shall terminate this Agreement with respect to such Physician Owner, and the terminating Physician Owner shall be obligated as described in SECTION 5.2.2.
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Related to Physician Owner Change in Practice/Group Affiliation

  • Change in Management Permit a change in the senior management of Borrower.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Termination Related to a Change in Control The following provisions shall survive the expiration of the Term of this Agreement and the termination of Executive’s employment.

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

  • Change in Ownership Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

  • CHANGE IN CONTROL OF THE CORPORATION Change in Control of the Corporation" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Impact of Change in Control If a Change in Control (as defined in the Plan) of the Company occurs, this Option will become immediately exercisable in full and will remain exercisable until the Time of Termination, regardless of whether the Optionee remains in the employ or service of the Company or any Subsidiary. In addition, if a Change in Control of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares immediately prior to the effective date of such Change in Control of the Company over the option exercise price per share of this Option.

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

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