PARTNERSHIP INTEREST TRANSFER RESTRICTION AGREEMENT
AMONG
WASHINGTON NEUROLOGY ASSOCIATES, L.L.P.,
a Maryland Limited Liability Partnership,
MEDI-CEN MANAGEMENT, INC.,
a Maryland Corporation
P. XXXXXX XXXXXX, M.D.,
AND
XXXXX X. XXXXXX, M.D.
December 31, 1997
PARTNERSHIP INTEREST TRANSFER RESTRICTION AGREEMENT
THIS AGREEMENT made as of the 31st day of December 1997, by and among
Washington Neurology Associates, L.L.P., a Maryland limited liability
partnership (the "Partnership"), Medi-Cen Management, Inc. a Maryland
corporation ("MMI"), P. Xxxxxx Xxxxxx, M.D. and Xxxxx X. Xxxxxx, M.D.
(individually, the "Partner" and together the "Partners").
W I T N E S S E T H:
WHEREAS, each Partner owns a fifty percent (50%) interest in the
Partnership;
WHEREAS, the Partnership and the Partners believe that it is in the best
interest of the Partnership to restrict the transferability of the interests in
the Partnership.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties covenant and agree as follows:
1. Restrictions On Partnership) Interests. Except as otherwise provided
herein, the Partners shall not sell, assign, transfer, gift, pledge,
hypothecate, encumber or otherwise dispose of, whether voluntarily,
involuntarily, by operation of law or otherwise, any partnership interests of
the Partnership which the Partners now own or may hereafter acquire (the
"Partnership Interests").
2. Automatic Transfer of Partnership Interests in Certain Events.
(a) By execution of this Agreement, each Partner hereby agrees that
each Partner's Partnership Interest (or the Partnership Interest of either
Partner's heir, executor, administrator, personal representative, estate,
testamentary beneficiary, donee, trustee in bankruptcy, successor or
assignee of the Partners) shall be transferred, or deemed transferred, to
the Designated Transferee (defined below) without further action by the
Partners upon the occurrence any of the following events (each a "Transfer
Event"):
(i) the date of death of a Partner;
(ii) the date a Partner is determined by a court of competent
jurisdiction to be incompetent, or permanently disabled so as to be
unable to render any professional services on behalf of the
Partnership;
(iii) the date a Partner becomes disqualified under applicable
law to be a partner of the Partnership;
(iv) the date upon which any of the Partnership Interests held by
the Partners are transferred or attempted to be transferred
voluntarily, involuntarily by operation of law or otherwise to any
person; or
(v) the date of filing any petition for or other document causing
or intended to cause a judicial,
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administrative, voluntary or involuntary dissolution of the
Partnership.
(b) Transfer of Partnership Interests. Upon the occurrence of a
Transfer Event with respect to the Partners, subject to the terms set forth
below, the Partnership Interest held by such Partner or his or her
successors and assigns shall be immediately transferred, or deemed
transferred, to the Designated Transferee without further action by the
Partner:
(i) The purchase price for the Partnership Interest transferred
to the Designated Transferee pursuant to this Section 2 shall be fair
market value as is determined by the mutual agreement of the affected
parties.
(ii) Payment of the purchase price for the Partnership Interest
shall be made to the Partner in cash or by certified or cashiers
check. The time for payment of the purchase price for the Partnership
Interest hereunder shall be at 10:00 a.m. on the first business day
following receipt by the Designated Transferee of notice of such
Transfer Event (provided, however, that in the absence of such notice,
the Designated Transferee shall upon becoming aware of any such
Transfer Event promptly notify the Partners and the Partnership of
such Transfer Event and tender to the Partner the purchase price for
the Partnership Interest). The Designated Transferee shall
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tender the purchase price at the principal office of the Partnership.
(iii) Notwithstanding anything to the contrary herein, upon the
occurrence of a Transfer Event, the Partnership Interest will be
immediately transferred, or deemed transferred, to the Designated
Transferee effective upon the date of such Transfer Event irrespective
of the date of payment for such Partnership Interest.
(c) Definition. For purposes of this Agreement, "Designated
Transferee" shall mean an individual, designated by MMI, and otherwise
meeting the qualifications for ownership of the Partnership Interest.
3. Other Matters. After occurrence of a Transfer Event, the Partner, and
any person who acquires the Partnership Interest, other than the Designated
Transferee, shall neither have nor exercise any right or privilege as a Partner
of the Partnership, including any right to receive any unallocated or
undistributed income.
4. Amendment of Partnership Agreement. This Agreement amends the terms of
the Amended and Restated Certificate of Limited Liability Partnership of
Washington Neurology Associates, L.L.P., Washington Neurology Associates Limited
Liability Partnership Agreement dated March 21, 1997, and filed March 27, 1997.
Accordingly, Partners warrant that they will
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file a Second Amended and Restated Certificate of Limited Liability Partnership
within sixty (60) days of the date of this Agreement limiting the
transferability of their Partnership Interests in accordance with this
Agreement.
5. Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) telexed,
telecopied or made by facsimile transmission, (iii) sent by overnight courier,
or (iv) sent by certified or registered mail, return receipt requested, postage
prepaid.
If to the Partnership:
Washington Neurological Associates, L.L.P.
0000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxx, Xxxxxxxx 00000
If to the Partners:
P. Xxxxxx Xxxxxx, M.D.
Xxxxx X. Xxxxxx, M.D.
0000 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
If to MMI:
Medi-Cen Management, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party
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at the address of such party set forth above, (ii) if telexed, telecopied or
made by facsimile transmission, at the time that receipt thereof has been
acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight
courier, on the next day following the day such mailing is made (or in the case
that such mailing is made on Saturday, on the immediately following Monday), or
(iv) if sent by certified or registered mail, on the 3rd day following the time
of such mailing thereof to such address (or in the case that such 3rd day is a
Sunday, on the immediately following Monday).
6. Successors. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, and their authorized successors or assigns. The
rights of any party hereunder may not be assigned without the consent of the
remaining parties hereto.
7. Third Party Beneficiary. The parties hereto acknowledge that the
Designated Transferee, if and when he or she becomes a Designated Transferee,
shall have standing to enforce the provisions of this Agreement.
8. Governinq Law. This Agreement, the rights and obligations hereunder, and
any claims or disputes relating thereto, shall be governed by and construed in
accordance with the laws of the State of Maryland.
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9. Complete Aqreement. All understandings and agreements heretofore had
between the parties hereto with respect to the transactions contemplated hereby
are merged into this Agreement, and this Agreement reflects all the
understandings of the parties with respect to such transactions.
10. Captions. The section titles or captions in this Agreement are for
convenience of reference only. They shall not be considered to be a part of this
Agreement, and they in no way define, limit, extend or describe the scope or
intent of any provision hereof.
11. Modification. This Agreement cannot be modified, extended or amended
except by written agreement signed by all of the parties hereto.
12. Arbitration. Any dispute regarding the meaning and interpretation of
this Agreement shall be submitted to arbitration. The parties hereto agree that
all disputes arising under this Agreement shall be settled by arbitration in
accordance with the rules of the American Arbitration Association in the State
of Maryland (the "Association"), then in effect, before a single arbitrator
chosen by mutual agreement of the parties or, if the parties are unable to agree
on an arbitrator, by the Association. A determination of the dispute by the
arbitrator shall be final and binding on the parties to the extent provided by
law. The cost of the arbitration, other
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than attorney's and consultancy fees, shall be borne equally by the parties.
13. Confidentiality. The existence and the terms and conditions of this
Agreement are confidential and shall not be disclosed to any third party by any
party to this Agreement without the prior written consent of all other parties
to this Agreement.
14. Counterparts. This Agreement may be executed in two or more
counterparts and each counterpart, when so executed and delivered shall
constitute a complete and original instrument, and it shall not be necessary
when making proof of this Agreement or any counterpart thereto to produce or
account for any other counterparts.
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IN WITNESS WHEREOF, the parties have executed this Agree-
ment as a sealed instrument on the date first written above.
Washington Neurology Associates, L.L.P.
By: /s/ P. Xxxxxx Xxxxxx, Partner 12/31/97
---------------------------------------
P. Xxxxxx Xxxxxx, Partner
By: /s/ Xxxxx X. Xxxxxx, Partner 12/31/97
---------------------------------------
Xxxxx X. Xxxxxx, Partner
Medi-Cen Management, Inc.
By: /s/ Xxxxxx Xxxxxx, CEO 12/31/97
---------------------------------------
Xxxxxx Xxxxxx, CEO
By: /s/ P. Xxxxxx Xxxxxx, M.D. 12/31/97
---------------------------------------
P. Xxxxxx Xxxxxx, M.D.,
Individually
By: /s/ Xxxxx X. Xxxxxx, M.D.12/31/97
---------------------------------------
Xxxxx X. Xxxxxx, M.D.
Individually
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