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- S-4 Registration of securities issued in business combination transactions
- 2.1 Merger Agreement Dated As of October 11, 2005
- 3.1 Certificate of Formation of Team Health Holdings, L.L.C.
- 3.2 Amended and Restated Limited Liability Agreement
- 3.3 Certificate of the Merger of Team Health Holdings LLC and Ensemble Acquisition
- 3.4 Certificate of Formation of Team Finance LLC
- 3.5 Limited Liability Company Agreement of Team Finance L.L.C.
- 3.6 Certificate of Incorporation of Health Finance Corporation
- 3.7 By-laws of Health Finance Corporation
- 3.8 Articles of Incorporation of Team Health Inc., As Amended
- 3.9 By-laws of Team Health Inc.
- 3.10 Articles of Incorporation of Access Nurse PM, Inc.
- 3.11 By-laws of Access Nurse PM, Inc.
- 3.12 Certificate of Incorporation of American Clinical Resources, Inc.
- 3.13 By-laws of American Clinical Resources, Inc.
- 3.14 Articles of Incorporation of after Hours Pediatrics, Inc.
- 3.15 By-laws of after Hours Pediatrics, Inc.
- 3.16 Amended and Restated Articles of Incorporation of Charles L. Springfield, Inc.
- 3.17 By-laws of Charles L. Springfield, Inc.
- 3.18 Charter of Clinic Management Services, Inc., As Amended
- 3.19 By-laws of Clinic Management Services, Inc.
- 3.20 Articles of Incorporation of Correctional Healthcare Advantage, Inc.
- 3.21 By-laws of Correctional Healthcare Advantage, Inc.
- 3.22 Articles of Incorporation of Daniel & Yeager, Inc.
- 3.23 By-laws of Daniel & Yeager, Inc.
- 3.24 Articles of Incorporation of DRS. Sheer, Ahearn & Associates, Inc.
- 3.25 Amended and Restated By-laws of DRS. Sheer, Ahearn & Associates, Inc.
- 3.26 Charter of Emergency Coverage Corporation, As Amended
- 3.27 By-laws of Emergency Coverage Corporation, As Amended
- 3.28 Restated Certificate of Incorporation of Emergency Physician Associates, Inc.
- 3.29 By-laws of Emergency Physician Associates, Inc.
- 3.30 Articles of Incorporation of Emergency Professional Services, Inc., As Amended
- 3.31 Code of Regulations of Emergency Professional Services, Inc., As Amended
- 3.32 Charter of Erie Shores Emergency Physicians, Inc.
- 3.33 By-laws of Erie Shores Emergency Physicians, Inc.
- 3.34 Certificate of Non Filing of Fischermangold
- 3.35 By-laws of Fischermangold
- 3.36 Certificate of Incorporation of Greenbrier Emergency Physicians, Inc.
- 3.37 By-laws of Greenbrier Emergency Physicians, Inc.
- 3.38 Certificate of Incorporation of Health Care Alliance, Inc.
- 3.39 By-laws of Health Care Alliance, Inc.
- 3.40 Articles of Organization of Healthcare Revenue Recovery Group, LLC
- 3.41 Operating Agreement of Healthcare Revenue Recovery Group, LLC
- 3.42 Articles of Incorporation of Herschel Fischer, Inc.
- 3.43 By-laws of Herschel Fischer, Inc.
- 3.44 Articles of Organization of Hospital Medicine Associates, LLC
- 3.45 Limited Liability Company Agreement of Hospital Medicine Associates, LLC
- 3.46 Articles of Incorporation of Imbs, Inc.
- 3.47 By-laws of Imbs, Inc.
- 3.48 Articles of Incorporation of Inphynet Contracting Services, Inc., As Amended
- 3.49 By-laws of Inphynet Contracting Services, Inc.
- 3.50 Articles of Incorporation of Inphynet South Broward, Inc., As Amended
- 3.51 By-laws of Inphynet South Broward, Inc.
- 3.52 Articles of Incorporation of Karl G. Mangold, Inc.
- 3.53 By-laws of Karl G. Mangold, Inc.
- 3.54 Certificate of Incorporation of Kelly Medical Services Corporation, As Amended
- 3.55 By-laws of Kelly Medical Services Corporation
- 3.56 Articles of Incorporation of Medical Management Resources, Inc., As Amended
- 3.57 By-laws of Medical Management Resources, Inc.
- 3.58 Certificate of Incorporation of Medical Services, Inc.
- 3.59 By-laws of Medical Services, Inc.
- 3.60 Certificate of Incorporation of Metroamerican Radiology, Inc., As Amended
- 3.61 By-laws of Metroamerican Radiology, Inc.
- 3.62 Certificate of Non-filing of MT. Diablo Emergency Physicians
- 3.63 Partnership Agreement of MT. Diablo Emergency Physicians
- 3.64 Certificate of Incorporation of Northwest Emergency Physicians, Incorporated
- 3.65 By-laws of Northwest Emergency Physicians, Incorporated
- 3.66 Certificate of Incorporation of Northwest Hospital Medicine Physicians, Inc.
- 3.67 By-laws of Northwest Hospital Medicine Physicians, Inc.
- 3.68 Articles of Incorporation of Paragon Contracting Services, Inc.
- 3.69 By-laws of Paragon Contracting Services, Inc.
- 3.70 Certificate of Limited Partnership of Paragon Healthcare Limited Partnership
- 3.71 Articles of Incorporation of Physician Integration Consulting Services, Inc.
- 3.72 By-laws of Physician Integration Consulting Services, Inc.
- 3.73 Articles of Incorporation of Quantum Plus, Inc.
- 3.74 By-laws of Quantum Plus, Inc.
- 3.75 Certificate of Incorporation of Spectrum Cruise Care, Inc.
- 3.76 By-laws of Spectrum Cruise Care, Inc.
- 3.77 Certificate of Incorporation of Spectrum Healthcare Resources of Delaware, Inc.
- 3.78 By-laws of Spectrum Healthcare Resources of Delaware, Inc.
- 3.79 Certificate of Incorporation of Spectrum Healthcare Resources, Inc.
- 3.80 By-laws of Spectrum Healthcare Resources, Inc.
- 3.81 Certificate of Incorporation of Spectrum Healthcare Services, Inc.
- 3.82 By-laws of Spectrum Healthcare Services, Inc.
- 3.83 Certificate of Incorporation of Spectrum Healthcare, Inc.
- 3.84 By-laws of Spectrum Healthcare, Inc.
- 3.85 Certificate of Incorporation of Spectrum Primary Care of Delaware, Inc.
- 3.86 By-laws of Spectrum Primary Care of Delaware, Inc.
- 3.87 Certificate of Incorporation of Spectrum Primary Care, Inc., As Amended
- 3.88 By-laws of Spectrum Primary Care, Inc.
- 3.89 Charter of Southeastern Emergency Physicians of Memphis, Inc., As Amended
- 3.90 By-laws of Southeastern Emergency Physicians of Memphis, Inc.
- 3.91 Charter of Southeastern Emergency Physicians, Inc., As Amended
- 3.92 By-laws of Southeastern Emergency Physicians, Inc.
- 3.93 Certificate of Incorporation of Southeastern Physician Associates, Inc.
- 3.94 By-laws of Southeastern Physician Associates, Inc.
- 3.95 Certificate of Incorporation of Team Anesthesia, Inc.
- 3.96 By-laws of Team Anesthesia, Inc.
- 3.97 Certificate of Incorporation of Team Health Anesthesia Management Services, Inc.
- 3.98 By-laws of Team Health Anesthesia Management Services, Inc., As Amended
- 3.99 Certificate of Limited Partnership of Team Health Billing Services, LP
- 3.100 Certificate of Incorporation of Team Health Financial Services, Inc.
- 3.101 By-laws of Team Health Financial Services, Inc.
- 3.102 Certificate of Incorporation of Team Radiology, Inc.
- 3.103 By-laws of Team Radiology, Inc.
- 3.104 Certificate of Formation of TH Contracting Midwest, LLC
- 3.105 Limited Liability Company Agreement of TH Contracting Midwest, LLC
- 3.106 Certificate of Formation of TH Contracting Services of Missouri, LLC
- 3.107 Limited Liability Company Agreement of TH Contracting Services of Missouri, LLC
- 3.108 Articles of Incorporation of the Emergency Associates for Medicine, Inc.
- 3.109 By-laws of the Emergency Associates for Medicine, Inc.
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.1 Credit Agreement
- 10.2 Form of Equity Deferred Compensation Plan of Team Health, Inc.
- 10.3 Trust Agreement
- 10.4 Sheer, Ahearn & Associates Plan Provision Nonqualified Excess Deferral Plan
- 10.5 Amendment and Restatement of Deferred Compensation Plan
- 10.6 Lease Agreement Dated August 27, 1992
- 10.7 Lease Agreement Dated August 27, 1999
- 10.8 Form of Employment Agreement for Messrs. Sherlin, Joyner and Jones
- 10.9 Team Health, Inc. Non-qualified Supplemental Executive Retirement Plan
- 10.10 Team Health, Inc. 2005 Long-term Incentive Plan
- 10.11 Employment Agreement Between Team Health, Inc and Gregory S. Roth
- 10.12 Amended and Restated Transaction and Monitoring Fee Agreement
- 10.13 Employment Agreement Between Team Health, Inc and DR. Massingale
- 12.1 Computation of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.2 Consent of Ernst & Young LLP
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
EXHIBIT 3.3
State of Delaware |
Secretary of State |
Division of Corporations |
Delivered 10:50 AM 11/23/2005 |
FILED 10:49 AM 11/23/2005 |
SRV 050956432 – 2979633 FILE |
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC LIMITED LIABILITY COMPANIES
Pursuant to Section 18-209 of the Delaware Limited Liability Company Act, 6 Del C § 18-101, et seq. (the “Act”), the undersigned limited liability company does hereby certify:
FIRST:The name and jurisdiction of formation or organization of each of the constituent entities which is to merge are as follows:
Name | Jurisdiction of Formation or Organization | |
Team Health Holdings, LLC | Delaware | |
Ensemble Acquisition LLC | Delaware |
SECOND:The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies in accordance with Section 18-209 of the Act.
THIRD: The name of the surviving Delaware limited liability company is Team Health Holdings L.L.C.
FOURTH: The merger of Ensemble, Acquisition LLC into Team Health Holdings, LLC is to become effective on November 23, 2005.
FIFTH: The executed Agreement and Plan of Merger is on file at the place of business of the surviving limited liability company. The address of such, place of business of the surviving Delaware limited liability company is 1900 Winston Road, Suite 300, Knoxville, Tennessee 37919.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of, or any other person having interest in, the constituent limited liability companies.
* * * * *
IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, the 17th day of November, A.D., 2005.
TEAM HEALTH HOLDINGS, L.L.C. | ||
By: | /s/ Robert C. Joyner | |
Name: | Robert C. Joyner | |
Title: | Authorized Person |
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