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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 3.6
State of Delaware Secretary of State Division of Corporations Delivered 07:57 PM 10/31/2005 FILED 07:57 PM 10/31/2005 SRV 050889408 - 4046997 FILE |
CERTIFICATE OF INCORPORATION
OF
HEALTH FINANCE CORPORATION
ARTICLE ONE
The name of the corporation’s is Health Finance Corporation
ARTICLE TWO
The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the corporation has authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME | MAILING ADDRESS | |
Barbara A. Beach | 200 East Randolph Drive Suite 5700 Chicago, Illinois 60601 |
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of Delaware, as the by-Laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation Election of directors need not be by written ballot unless the by-laws of the corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of thisARTICLE NINE shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
ARTICLE TEN
The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.
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ARTICLE TWELVE
Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders or the affiliates of the foregoing, other than those officers, directors, stockholders or affiliates who are employees of the Corporation No amendment or repeal of this Article TWELVE shall apply to or have any effect on the liability or alleged liability of any such officer, director, stockholder or affiliate for or with respect to any business opportunities of which such officer, director, stockholder or affiliate becomes aware prior to such amendment or repeal.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 31st day of October, 2005.
/s/ Barbara A. Beach |
Barbara A. Beach, Sole Incorporator |
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