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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 3.93
DATE: 08/05/05 | ||
Secretary of State | REQUEST NUMBER: 5525-1764 | |
Division of Business Services | TELEPHONE CONTACT: (615) 741-2286 | |
312 Eighth Avenue North | FILE DATE/TIME: 08/04/05 1208 | |
Floor, William R. Snodgrass Tower | EFFECTIVE DATE/TIME: 08/04/05 1208 | |
Nashville, Tennessee 37243 | CONTROL NUMBER: 0499577 |
TO:
CSC
1201 HAYS STREET
TALLAHASSEE, FL 32301
RE: | SOUTHEASTERN PHYSICIAN ASSOCIATES, INC. |
CHARTER — FOR PROFIT
CONGRATULATIONS UPON THE INCORPORATION OF THE ABOVE ENTITY IN THE STATE OF TENNESSEE, WHICH IS EFFECTIVE AS INDICATED.
A CORPORATION ANNUAL REPORT MUST BE FILED WITH THE SECRETARY OF STATE ON OR BEFORE THE FIRST DAY OF THE FOURTH MONTH FOLLOWING THE CLOSE OF THE CORPORATION’S FISCAL YEAR. ONCE THE FISCAL YEAR HAS BEEN ESTABLISHED, PLEASE PROVIDE THIS OFFICE WITH THE WRITTEN NOTIFICATION. THIS OFFICE WILL MAIL THE REPORT DURING THE LAST MONTH OF SAID FISCAL YEAR TO THE CORPORATION AT THE ADDRESS OF ITS PRINCIPAL OFFICE OR TO A MAILING ADDRESS PROVIDED TO THIS OFFICE IN WRITING. FAILURE TO FILE THIS REPORT OR TO MAINTAIN A REGISTERED AGENT AND OFFICE WILL SUBJECT THE CORPORATION TO ADMINISTRATIVE DISSOLUTION.
WHEN CORRESPONDING WITH THIS OFFICE OR SUBMITTING DOCUMENTS FOR FILING, PLEASE REFER TO THE CORPORATION CONTROL NUMBER GIVEN ABOVE. PLEASE BE ADVISED THAT THIS DOCUMENT MUST ALSO BE FILED IN THE OFFICE OF THE REGISTER OF DEEDS IN THE COUNTY WHEREIN A CORPORATION HAS ITS PRINCIPAL OFFICE IF SUCH PRINCIPAL OFFICE IS IN TENNESSEE.
FOR: CHARTER — FOR PROFIT | ON DATE: 08/05/05 | |
FEES | ||
FROM: | RECEIVED: $100.00 $ 0.00 | |
CSC (1201 HAYS STREET) | ||
1201 HAYS STREET | TOTAL PAYMENT RECEIVED: $100.00 | |
TALLAHASSEE, FL 32301-0000 | RECEIPT NUMBER: 00003784161 | |
ACCOUNT NUMBER: 00254020 | ||
RILEY C DARNELL | ||
SS-4458 | SECRETARY OF STATE |
CHARTER
OF
SOUTHEASTERN PHYSICIAN ASSOCIATES, INC.
The undersigned does hereby act as incorporator in adopting the following Charter for the purpose of organizing a corporation for profit, pursuant to the provisions of the Tennessee Business Corporation Act.
FIRST: The corporate name for the corporation (hereinafter called the “corporation”) isSoutheastern Physician Associates, Inc.
SECOND: The number of shares which the corporation is authorized to issue is One Thousand (1,000), all of which are without par value and are of the same class and are to be Common shares.
THIRD: The street address and zip code of the initial registered office of the corporation in the State of Tennessee is 2908 Poston Avenue, Nashville, County of Davidson, Tennessee 37203. The name of the initial registered agent of the corporation at the said registered office is Corporation Service Company.
FOURTH: The name and the address and zip code of the incorporator are:
NAME | ADDRESS | |
John R. Stair, Attorney | 1900 Winston Road, Suite 300 | |
Knoxville, TN 37919 |
FIFTH: The street address and zip code of the initial principal office of the corporation are
1900 Winston Road, Suite 300
Knoxville, Tennessee 37919
SIXTH: Each share of the corporation shall entitle the holder thereof to a preemptive right, for a period of thirty days, to subscribe for, purchase, or otherwise acquire any shares of the same class of the corporation or any equity and/or voting shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of the same class of the corporation or of equity and/or voting shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any
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rights, to subscribe for, purchase, or otherwise acquire unissued shares of the same class of the corporation or equity and/or voting shares of any class of the corporation, whether now or hereafter authorized or created, and whether the proposed issue, reissue, or grant is for cash, property, or any other lawful consideration; and after the expiration of said thirty days, any and all of such shares, rights, options, bonds, securities, or obligations of the corporation may be issued, reissued, or granted by the Board of Directors, as the case may be, to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine. As used herein, the terms “equity shares” and “voting shares” shall mean, respectively, shares which confer unlimited dividend rights and shares which confer unlimited voting rights in the election of one or more directors.
SEVENTH: The corporation is for profit.
EIGHTH: The purpose for which the corporation is formed is to engage in all lawful business, and to have all of the general powers granted to corporations organized under the Tennessee Business Corporation Act whether granted by specific statutory authority or by construction of law.
NINTH: The corporation shall, to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
TENTH: The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented.
ELEVENTH: The duration of the corporation shall be perpetual.
Signed on August 1, 2005
/s/ John R. Stair |
John R. Stair, Incorporator |
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