1.11
EXCLUSIVE AUTHORITY.
MANAGER SHALL HAVE THE EXCLUSIVE AUTHORITY TO
PERFORM ALL OF ITS DUTIES SET FORTH IN THIS AGREEMENT.
ARTICLE II.
GROUP'S RIGHTS AND OBLIGATIONS
2.1
ASSISTANCE WITH COLLECTIONS.
GROUP SHALL PROVIDE MANAGER WITH
COMPLETE AND ACCURATE CHARGE SLIPS, CLAIMS OR ENCOUNTER REPORTS SPECIFICALLY
IDENTIFYING SERVICES RENDERED, SERVICE AND DIAGNOSIS CODES IN A FORM AND
SUBSTANCE AS INDICATED BY MANAGER FROM TIME-TO-TIME.
GROUP SHALL ASSIST
MANAGER, UPON MANAGER'S REQUEST, WITH ALL NECESSARY STEPS FOR MANAGER TO MANAGE
AND ADMINISTER THE FINANCIAL ASPECTS OF THE GROUP, INCLUDING HANDLING
COLLECTIONS.
2.2
GROUP GOVERNING DOCUMENTS.
PRIOR TO THE EXECUTION OF THIS
AGREEMENT, GROUP SHALL PROVIDE TO MANAGER FOR ITS REVIEW AND APPROVAL THE
FOLLOWING GOVERNING AND OPERATIONAL DOCUMENTS ("GOVERNING DOCUMENTS"):
GROUP'S
ARTICLES OF INCORPORATION, BYLAWS AND SHAREHOLDERS' AGREEMENTS.
GROUP SHALL
CONSISTENTLY AND UNIFORMLY UTILIZE THE GOVERNING DOCUMENTS IN THE CONDUCT OF ITS
BUSINESS AND SHALL COMPLY WITH AND REQUIRE PERFORMANCE OF ALL OF THE PROVISIONS
CONTAINED IN THE GOVERNING DOCUMENTS.
GROUP HEREBY AGREES THAT, AFTER MANAGER'S
APPROVAL OF THE GOVERNING DOCUMENTS, GROUP SHALL NOT REVISE OR MODIFY OR
TERMINATE ANY OF THE GOVERNING DOCUMENTS, OR ENTER INTO ANY NEW AGREEMENT OR
ARRANGEMENT AFFECTING THE OWNERSHIP OR VOTING OF GROUP'S EQUITY SECURITIES OR
PARTNERSHIP INTERESTS (AS APPLICABLE), WITHOUT MANAGER'S PRIOR WRITTEN APPROVAL.
2.3
MERGER OR SALE OF GROUP.
(A)
MERGER OR SALE RESTRICTIONS.
GROUP ACKNOWLEDGES THAT MANAGER HAS AGREED
TO ENTER INTO THIS AGREEMENT BASED UPON THE SKILLS, QUALIFICATIONS, EXPERIENCE,
AND CHARACTERISTICS OF GROUP AND THAT ANY MATERIAL CHANGE IN GROUP'S OPERATIONS,
OWNERSHIP, CONTROL OR QUALIFICATIONS MAY BE HARMFUL TO MANAGER'S INTERESTS UNDER
THIS AGREEMENT.
IN RECOGNITION OF
3
MANAGER'S DEPENDENCE ON GROUP'S ABILITY TO MAINTAIN ITS SKILLS, QUALIFICATIONS,
EXPERIENCE, AND CHARACTERISTICS, GROUP AGREES THAT DURING THE TERM OF THIS
AGREEMENT, AND ANY EXTENSIONS THERETO, IT SHALL NOT ENTER INTO A MERGER OR
CONSOLIDATION WITH ANOTHER MEDICAL GROUP OR ANY OTHER LEGAL ENTITY ("MERGER")
WITHOUT MANAGER'S PRIOR WRITTEN CONSENT.
GROUP FURTHER AGREES THAT DURING THE
TERM OF THIS AGREEMENT, AND ANY EXTENSIONS THERETO, IT SHALL NOT ENTER INTO A
SALE, CONVEYANCE, PLEDGE, EXCHANGE, ASSIGNMENT, HYPOTHECATION, ENCUMBRANCE OR
OTHER TRANSFER OF ANY EQUITY INTEREST (INCLUDING BUT NOT LIMITED TO SHARES) OR
ASSETS COMPRISING FIVE PERCENT (5%) OR MORE OF THE EQUITY INTERESTS OR ASSETS OF
THE GROUP ("SALE") WITHOUT MANAGER'S PRIOR WRITTEN CONSENT.
ANY PURPORTED
MERGER OR SALE WITHOUT MANAGER'S WRITTEN CONSENT SHALL BE VOID AND SHALL
CONSTITUTE A BREACH OF THIS AGREEMENT.
(B)
CONSENT PROCEDURE.
IN CONNECTION WITH EACH CONSENT REQUESTED BY GROUP FOR
A MERGER OR SALE, GROUP SHALL SUBMIT TO MANAGER THE TERMS OF THE PROPOSED
TRANSACTION, THE IDENTITY OF THE PARTIES TO THE TRANSACTION, THE PROPOSED
DOCUMENTATION FOR THE TRANSACTION AND ALL OTHER INFORMATION REASONABLY REQUESTED
BY MANAGER CONCERNING THE PROPOSED TRANSACTION.
2.4
NON-COMPETE.
THROUGHOUT THE TERM OF THIS AGREEMENT, GROUP SHALL
NOT ITSELF PROVIDE MANAGEMENT SERVICES THAT ARE SUBSTANTIALLY SIMILAR TO
SERVICES PROVIDED BY MANAGER OR ANY OF THE SERVICES PROVIDED BY MANAGER TO OTHER
PARTIES.
IN ADDITION, GROUP SHALL NOT SECURE THE MANAGEMENT SERVICES OF ANY
OTHER