SHARE CONTROL AGREEMENT
THIS SHARE CONTROL AGREEMENT ("Agreement") is made and entered into this
7th day of December, 1995, by and among Talbert Medical Group, Ltd., a Nevada
professional corporation (the "Corporation"), [Shareholder] an individual
residing in the State of __________ (the "Shareholder"), and Talbert Medical
Management Corporation ("TMMC"), ____________ Delaware corporation.
RECITALS
A. For good and valuable consideration, the Shareholder is willing to
vote his or her shares of the Corporation's capital stock in accordance with the
terms of this Agreement. Such voting obligations shall not apply in those
cases, if any, where an issue is presented to the Shareholder of the Corporation
that applicable law or ethical provisions mandate be determined by an individual
who is duly licensed under applicable state law. In those cases, the
Shareholder may vote his or her shares in any manner that he or she deems
appropriate, and no approval by TMMC shall be necessary. The parties do not
intend that the Shareholder receive any economic benefit (whether dividends,
distributions or otherwise) from his or her respective shareholdings.
B. The Corporation, the Shareholder and TMMC desire that (i) the
Shareholder shall elect only persons approved by TMMC as directors of the
Corporation; (ii) the Shareholder shall approve or authorize any merger,
consolidation or other reorganization of the Corporation, any sale of the
Corporation's assets, any dissolution of the Corporation, or any sale of the
Corporation's capital stock only with the prior written consent of TMMC; and
(iii) the Shareholder shall give a right of purchase to a person designated by
TMMC to purchase any or all shares of the Corporation's capital stock owned by
the Shareholder if (A) the Shareholder ceases, as provided herein, to serve as
Chief of Staff of the Corporation, or (B) if the Shareholder desires to sell,
transfer, or otherwise convey any or all such shares.
IN CONSIDERATION of the mutual rights and obligations of the parties
hereto, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the Shareholder, and the undersigned
Shareholder being and remaining holder of the Corporation's capital stock, the
parties hereto agree as follows:
1. OBLIGATIONS CONCERNING THE VOTING OF SHARES. The Shareholder agrees
to vote each share of the Corporation's capital stock now or hereafter owned by
the Shareholder on any matter submitted for a vote to the Shareholder of such
stock, only as approved in advance and in writing by TMMC, including, but not
limited to, the matters provided for in this paragraph 1.
(a) The Shareholder shall not, without the prior written consent of
TMMC, vote his or her shares in such a manner that the Corporation may
(i) lease, sell, exchange, transfer or otherwise dispose of all or
substantially all of the Corporation's assets, (ii) be merged, consolidated
or otherwise reorganized with or into any other corporation or trade or
business, (iii) issue any shares of any class of the Corporation's capital
stock (whether from treasury or from authorized but unissued shares),
(iv) amend or otherwise modify its
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articles of incorporation, bylaws or code of regulations, if applicable,
(v) dissolve, (vi) amend or terminate the Management Services Agreement
between TMMC and the Corporation, dated as of January 1, 1996, or
(vii) enter into any agreement with any person to do any of the foregoing.
(b) The Shareholder shall not elect any person to the Board of
Directors of the Corporation without the prior approval of such person by
TMMC.
(c) Upon the prior written request of TMMC, the Shareholder shall
call a special meeting or authorize an action without a meeting for the
purpose of voting on such matters.
(d) Notwithstanding the foregoing, in the event that an issue is
presented to the Shareholder that applicable law or ethical provisions
mandate be determined by an individual who is duly licensed as a physician
under applicable state law, the Shareholder may vote his or her shares with
respect to such issue in any manner that he or she deems appropriate, and
no approval by TMMC shall be necessary.
2. OBLIGATIONS CONCERNING THE PROVISION OF PROFESSIONAL SERVICES. The
Shareholder shall ensure that the Corporation renders professional services to
patients of the Corporation only through officers, employees and agents who are
themselves duly licensed or otherwise legally authorized to render professional
services within the State of ________.
3. PURCHASE OF SHARES ON TERMINATION OF EMPLOYMENT. In the event that
the Shareholder is removed, or ceases to act, as Chief of Staff of the
Corporation for any reason, including, without limitation, termination,
disability, death, discharge or resignation, the Shareholder or the legal
successors of the Shareholder shall transfer the shares held by the Shareholder
to a person or persons designated by TMMC, which person or persons must be duly
licensed physicians in the State of ________; PROVIDED, HOWEVER, that at all
times, one of the transferees must be the Chief of Staff of the Corporation.
The closing of the purchase and sale shall take place not later than ninety (90)
days after the date of termination or appointment. The price of each such share
shall be $1.00. All certificates evidencing the shares being purchased and sold
shall be delivered in transferable form against payment of the purchase price
thereof evidenced by a check drawn on the designee of TMMC and payable in United
States dollars to the order of the Shareholder, or in the case of death, his or
her legal representative(s).
4. RIGHT OF FIRST PURCHASE. The Shareholder shall not transfer,
encumber, or otherwise dispose of (by sale, pledge, gift, devise, or other
disposition) any shares of the Corporation's capital stock now or hereafter held
of record or beneficially owned by him or her unless the Shareholder shall have
complied with the following procedure:
(a) The Shareholder shall give TMMC written notice of his or her
intent to dispose of such shares, and such notice shall be deemed to be an
offer to sell such shares to a designee of TMMC subject to acceptance and
pursuant to the price and terms provided in this paragraph 4. Any such
designee of TMMC must be a duly licensed physician in the State of ______.
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(b) Any offer made pursuant to this paragraph 4 may be accepted by a
designee of TMMC by giving written notice of such acceptance to the
Shareholder not later than the ninetieth (90th) calendar day after the
offer was given. The designee of TMMC may accept the offer only as to all
of the shares offered.
(c) The price of each share offered and purchased pursuant to this
paragraph 4 shall be $1.00.
(d) The closing of the shares offered and purchased pursuant to this
paragraph 4 shall take place not later than fifteen (15) days after the
date for timely acceptance of the offer to sell. A certificate in
transferable form for the number of shares offered and purchased shall be
delivered against payment of the purchase price thereof.
5. LEGEND. The Shareholder shall deliver to the Corporation all
certificates heretofore issued representing shares of the Corporation's capital
stock held of record or beneficially owned by the Shareholder, and each
certificate hereafter issued representing any share of the Corporation's capital
stock shall, have affixed to the back of the certificate a legend substantially
as follows:
The rights of any holder of any share evidenced by this certificate,
including the right to dispose of the securities represented by this
certificate or any interest therein, are subject to and restricted by
a certain Agreement, dated December 7, 1995, among the issuer, the
holder, and Talbert Medical Management Corporation. The issuer will
mail without charge to any holder of these shares a copy of such
agreement within five (5) days of receipt by the issuer of a written
request therefor.
6. TERM, AMENDMENT, TERMINATION. The term of this Agreement shall be
into perpetuity. This Agreement may be amended or terminated at any time but
only with the written consent of each of the parties hereto.
7. NOTICES. Any and all notices, offers, acceptances, and other
communications required to be given hereunder shall be given by and be deemed
given when deposited in United States registered or certified mail addressed, in
the case of the Corporation or TMMC, to its principal office, and in the case of
the Shareholder, to the address last appearing on the books of the Corporation.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts. Any party may execute the Agreement by executing any such
counterpart and all of such executed counterparts shall be taken together to
constitute a single instrument.
9. SPECIFIC PERFORMANCE. If the Shareholder or the person so required
under this Agreement fails to give notice or to vote his or her shares in
accordance herewith, and if the failure continues for five (5) days after notice
by the Corporation or TMMC to the party in default, any of the parties to the
Agreement may institute and maintain a proceeding to compel the specific
performance of this Agreement by the party in default.
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10. RECOGNITION. The Corporation shall not recognize any share transfer
or other action not in compliance with the terms of this Agreement.
11. BENEFIT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and the legal representatives, successors in
interest and assigns, respectively, of each such party.
12. CONSTRUCTION. This Agreement shall be governed by and construed in
accordance with the law of the State of ________.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement as of the date first written above.
TALBERT MEDICAL GROUP, LTD.
By:
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Name:
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Title:
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TALBERT MEDICAL MANAGEMENT CORPORATION
By:
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Name:
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Title:
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[Shareholder]
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