|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of August 7, 2017 (this Agreement), by and among Air Medical Group Holdings, Inc., a Delaware corporation (Buyer), Emergency Medical Services LP Corporation, a Delaware corporation the Seller), AMR Holdco, Inc., a Delaware corporation (the Company), and, solely with respect to Sections 7.1, 7.7, 7.8, 7.12, 7.15, 7.16, 7.17, 7.20, 7.21, 7.22 and 7.23 and Article X and Article XI, Envision Healthcare Corporation, a Delaware corporation (the Public Company, and collectively with Buyer, Seller and the Company, the parties).
WHEREAS, Seller owns all of the issued and outstanding capital stock of the Company;
WHEREAS, Buyer desires to acquire all of the issued and outstanding capital stock of the Company on the terms and subject to the conditions set forth herein; and
WHEREAS, Buyer, Seller and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Purchase (as defined herein) and also to prescribe various conditions thereto.
NOW, THEREFORE, in consideration of the foregoing premises, and of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:
1.1 Definitions. (a) For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:
Acquisition Adjustment Amount has the meaning specified on Schedule C.
Action means any judicial, administrative or arbitral actions, suits, proceedings (public or private), investigations or audits by or before a Governmental Authority.
Additional Transaction Consideration means the aggregate amount of all funds (if any) distributed to Seller pursuant to and/or in accordance with Section 3.5(f).
Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term control (including the terms controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.
Agreement has the meaning specified in the Preamble.