|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
Closing has the meaning specified in Section 2.2.
Closing Date has the meaning specified in Section 2.2.
Closing Indebtedness means, with respect to the Company and its Subsidiaries, all Indebtedness as of the close of business on the Business Day immediately preceding the Closing Date, determined in accordance with GAAP.
Closing Statement has the meaning specified in Section 3.5(b).
Code means the Internal Revenue Code of 1986, as amended.
Commitment Letters has the meaning specified in Section 6.7.
Company has the meaning specified in the Preamble.
Company Disclosure Schedule has the meaning specified in Article IV.
Company Documents means each agreement, document, instrument or certificate contemplated by this Agreement or to be executed by the Company in connection with the consummation of the transactions contemplated hereby, other than this Agreement.
Company Employee means any current employee, manager, director or individual consultant of the Company or its Subsidiaries or a Shared Services Employee.
Company Leased Real Property has the meaning specified in Section 4.17(c).
Company Material Adverse Effect means an effect, event, change, state of facts, occurrence or circumstance that (i) is materially adverse to the business, results of operations, assets or financial condition of the Company and its Subsidiaries, taken as a whole, or (ii) prevents or delays beyond the Outside Date the ability of the Seller or the Company to consummate the transactions contemplated by this Agreement or otherwise perform their obligations under the Transaction Documents; provided, however, that with respect to clause (i), no effect, event, change, state of facts, occurrence or circumstance arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Company Material Adverse Effect: (A) operating, business, regulatory or other conditions in the industry in which the Company and its Subsidiaries operate; (B) general economic conditions, including changes in the credit, debt, financial or capital markets (including changes in interest or exchange rates), in each case, in the United States or anywhere else in the world; (C) earthquakes, floods, hurricanes, tornadoes, natural disasters or other acts of nature; (D) global, national or regional political conditions, including hostilities, acts of war, sabotage or terrorism or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof; (E) the announcement, pendency or consummation of the transactions contemplated hereby and any action taken or omitted to be taken by the Company or any of its Subsidiaries at the written request or with the prior written consent of Buyer or as expressly required to be taken (or not taken) pursuant to the express terms of this Agreement, including the impact thereof on relationships, contractual or otherwise with,