Common use of Spin-Off Transaction Clause in Contracts

Spin-Off Transaction. The Company shall form, organize and incorporate NewCo in the state of New York, and the articles or certificate of incorporation and bylaws of NewCo shall be in form and substance reasonably satisfactory to APP. Except for consummating the Spin-Off Transaction, NewCo shall not commence business until the Closing Date. On or prior to the Closing, the Company shall take all actions and execute all documents, agreements or instruments necessary pursuant to and in compliance with applicable law to effect the Spin-Off Transaction, including without limitation, the following: Prior to the Closing, the Company shall transfer to NewCo good, valid and marketable title to all of the Company's right, title and interest in and to the Employee Benefit Plans, all contracts and agreements and other assets listed on the Disclosure Schedules (to be delivered by the Company prior to Closing, which schedule will be subject to the approval of APP, which approval shall not be unreasonably withheld) which by law either cannot be acquired or cannot be used by APP because they relate to the practice of medicine or radiology, and shall contribute to NewCo such other consideration and assets of the Company as may be required under applicable law, in exchange for the issuance by NewCo of shares of NewCo Common Stock, such shares being all of the issued and outstanding shares of NewCo Common Stock. The Company shall then distribute the shares of NewCo Common Stock to the Stockholders in proportion to their respective ownership interest in the Company.

Spin-Off Transaction. The Company shall form, organize and incorporate NewCo in the state of New YorkMaryland, and the articles or certificate of incorporation and bylaws of NewCo shall be in form and substance reasonably satisfactory to APP. Except for consummating the Spin-Off Transaction, NewCo shall not commence business until the Closing Date. On or prior to the Closing, the Company shall take all actions and execute all documents, agreements or instruments necessary pursuant to and in compliance with applicable law to effect the Spin-Off Transaction, including without limitation, the following: Prior to the Closing, the Company shall transfer to NewCo good, valid and marketable title to all of the Company's right, title and interest in and to the Employee Benefit Plans, all contracts and agreements and other assets listed on the Disclosure Schedules (to be delivered by the Company prior to Closing, which schedule will be subject to the approval of APP, which approval shall not be unreasonably withheld) which by law either cannot be acquired or cannot be used by APP because they relate to the practice of medicine or radiology, and shall contribute to NewCo such other consideration and assets of the Company as may be required under applicable law, in exchange for the issuance by NewCo of shares of NewCo Common Stock, such shares being all of the issued and outstanding shares of NewCo Common Stock. The Company shall then distribute the shares of NewCo Common Stock to the Stockholders in proportion to their respective ownership interest in the Company.

Spin-Off Transaction. The Company shall form, organize and incorporate NewCo in the state of New YorkCalifornia, and the articles or certificate of incorporation and bylaws of NewCo shall be in form and substance reasonably satisfactory to APP. Except for consummating the Spin-Off Transaction, NewCo shall not commence business until the Closing Date. On or prior to the Closing, the Company shall take all actions and execute all documents, agreements or instruments necessary pursuant to and in compliance with applicable law to effect the Spin-Off Transaction, including without limitation, the following: Prior to the Closing, the Company shall transfer to NewCo good, valid and 30 36 marketable title to all of the Company's right, title and interest in and to the Employee Benefit Plans, all contracts and agreements and other assets listed on the Disclosure Schedules (to be delivered by the Company prior to Closing, which schedule will be subject to the approval of APP, which approval shall not be unreasonably withheld) which by law either cannot be acquired or cannot be used by APP because they relate to the practice of medicine or radiology, and shall contribute to NewCo such other consideration and assets of the Company as may be required under applicable law, in exchange for the issuance by NewCo of shares of NewCo Common Stock, such shares being all of the issued and outstanding shares of NewCo Common Stock. The Company shall then distribute the shares of NewCo Common Stock to the Stockholders in proportion to their respective ownership interest in the Company.

Spin-Off Transaction. The Company shall form, organize and incorporate NewCo in the state of New YorkTexas, and the articles or certificate of incorporation and bylaws of NewCo shall be in form and substance reasonably satisfactory to APP. Except for consummating the Spin-Off Transaction, NewCo shall not commence business until the Closing Date. On or prior to the Closing, the Company shall take all actions and execute all documents, agreements or instruments necessary pursuant to and in compliance with applicable law to effect the Spin-Off Transaction, including without limitation, the following: Prior to the Closing, the Company shall transfer to NewCo good, valid and marketable title to all of the Company's right, title and interest in and to the Employee Benefit Plans, all contracts and agreements and other assets listed on the Disclosure Schedules (to be delivered by the Company prior to Closing, which schedule will be subject to the approval of APP, which approval shall not be unreasonably withheld) which by law either cannot be acquired or cannot be used by APP because they relate to the practice of medicine or radiology, and shall contribute to NewCo such other consideration and assets of the Company as may be required under applicable law, in exchange for the issuance by NewCo of shares of NewCo Common Stock, such shares being all of the issued and outstanding shares of NewCo Common Stock. The Company shall then distribute the shares of NewCo Common Stock to the Stockholders in proportion to their respective ownership interest in the Company.