RDG Organization Sample Clauses

RDG Organization. Not later than the Closing, the Shareholders ---------------- shall complete the modification of RDG's organizational documents, including without limitation its by-laws and any agreements among the Shareholders and RDG, to the reasonable satisfaction of ADP. At the Closing, the Shareholders shall: (i) cause RDG to enter into the Service Agreement with American; (ii) enter into five-year employment and noncompetition agreements with RDG in the form attached as Exhibit B to the Service Agreement (the "Five-Year Employment Agreement"), except that (S)10(b) of each Five-Year Employment Agreement entered into by a Shareholder shall provide for termination by such Shareholder at the end of the initial term or any renewal term thereof upon not less than 90 days advance written notice to RDG; and (iii) cause RDG to enter into (A) Five- Year Employment Agreements with such dentists, dental specialists, and other professional personnel who are currently employed or otherwise retained by RDG as are specified in the Service Agreement or as may be designated by ADP and (B) one-year employment and noncompetition agreements in the form attached as Exhibit C to the Service Agreement (the "One-Year Employment Agreement") with its other dentists, dental specialists, and professional employees who are currently employed or retained by RDG and as may be designated by ADP prior to the Closing. Notwithstanding the foregoing provisions of this (S)4.2(j) to the contrary, if RDG and the Shareholders have not entered into a new shareholders agreement to the reasonable satisfaction of RDG, the Shareholders, and ADP at or prior to the Closing, RDG and the Shareholders shall do so as soon as reasonably practicable after the Closing, and in any event on or before July 31, 1998. Until such new shareholders agreement is entered into, in the event of any inconsistency between the provisions of the Shareholders Agreement dated June 30, 1987, among RDG and the Shareholders, as amended, and the provisions of the Service Agreement or any Five-Year Employment Agreement entered into by a Shareholder, the provisions of the Service Agreement or such Five-Year Employment Agreement, as applicable, shall control.
Sample 1
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Related to RDG Organization

  • Business Organization Between the date of this Agreement and the Closing Date, Seller shall use its reasonable efforts, and shall cause Seller and each of its Subsidiaries to use its respective reasonable efforts, to

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  • Incorporation and Organization The Corporation and each Subsidiary has been incorporated and organized and is a valid and subsisting corporation under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof and the Corporation has all requisite corporate power and authority to enter into, execute and deliver this Agreement and to carry out the obligations thereof hereunder.

  • Borrower Organization and Name Each Credit Party is a corporation, limited liability company, or other form of legally recognized entity, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the full power and authority and all necessary Permits to: (i) enter into and execute this Agreement and the Loan Documents and to perform all of its obligations hereunder and thereunder; and (ii) own and operate its assets and properties and to conduct and carry on its business as and to the extent now conducted. Each Credit Party is duly qualified to transact business and is in good standing as a foreign corporation, company or other entity in each jurisdiction where the character of its business or the ownership or use and operation of its assets or properties requires such qualification. The exact legal names of each of the Credit Parties is as set forth in the first paragraph of this Agreement, and the Credit Parties do not currently conduct, nor have the Credit Parties conducted, during the last five (5) years, business under any other name or trade name.

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