|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
Alternative Financing has the meaning specified in Section 7.10(b).
Alternative Financing Commitment Letter has the meaning specified in Section 7.10(b).
Authorization Letters means reasonable and customary authorization letters to Financing Sources authorizing the distribution of information to prospective lenders, investors and financing sources and containing customary information and representations with respect to such information.
Balance Sheet Date has the meaning specified in Section 4.7.
Bankruptcy and Equity Exception has the meaning specified in Section 4.2.
BBS has the meaning specified in Section 11.11.
Benefit Plan has the meaning specified in Section 4.12(a).
Business means the emergency medical transportation services, ground and air ambulance medical transportation services and disaster response, fire-fighting and standby services, all of which are operated by the Company or its Subsidiaries under the names set forth on Schedule B.
Business Day means any day of the year on which national banking institutions in New York, New York are open to the public for conducting business and are not required or authorized to be closed.
Buyer has the meaning specified in the Preamble.
Buyer Documents has the meaning specified in Section 6.2.
Buyer Indemnitee has the meaning specified in Section 10.3(a).
Buyer Material Adverse Effect means an effect, event, change, state of facts, occurrence or circumstance that prevents or delays beyond the Outside Date the ability of Buyer to consummate the transactions contemplated by this Agreement or otherwise perform its obligations under the Transaction Documents.
Buyer Plans has the meaning specified in Section 7.9(b).
Cash on Hand means, with respect to the Company and the Companys Subsidiaries, all cash, cash equivalents and marketable securities, as of the close of business on the Business Day immediately preceding the Closing Date, determined in accordance with GAAP, but excluding any restricted cash, restricted cash equivalents and restricted marketable securities. For the avoidance of doubt, Cash on Hand shall (i) be calculated net of uncleared checks and drafts issued by the Company and/or the Companys Subsidiaries and (ii) include uncleared checks and drafts received or deposited for the account of the Company and/or the Companys Subsidiaries.