SEC Filings

8-K
ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017
Entire Document
 


or actual or potential loss or impairment of, clients, customers, suppliers, distributors, partners, financing sources, employees and/or independent contractors and on revenue, profitability and/or cash flows (provided that this clause (E) shall not apply to the use of Company Material Adverse Effect in Sections 4.3, 4.4 or 6.3 (or Section 8.1(a) as it relates to Sections 4.3, 4.4 or 6.3); (F) any change in the cost or availability or other terms of any financing necessary for Buyer to consummate the transactions contemplated hereby; (G) any change in Laws or GAAP or other applicable accounting rules, or the interpretation thereof, in each case after the date hereof; (H) the fact that the prospective owner of the Company and any of its Subsidiaries is Buyer or any Affiliate of Buyer (provided that this clause (H) shall not apply to the use of Company Material Adverse Effect in Sections 4.3 or 6.3 (or Section 8.1(a) as it relates to Sections 4.3 or 6.3); (I) any failure by the Company or any of its Subsidiaries or Buyer or any of its Affiliates to meet projections, forecasts or estimates (provided, however, that any effect, event, change, state of facts, occurrence or circumstance that caused or contributed to such failure to meet projections, forecasts or estimates shall not be excluded under this clause (I)); (J) any change in the credit rating of the Company or any of its Subsidiaries or Buyer or any of its Affiliates (provided, however, that any effect, event, change, occurrence or circumstance that caused or contributed to such change in such credit rating shall not be excluded under this clause (J)); and (K) any breach by Buyer of this Agreement, except in the case of clauses (A), (B), (C) and (D) above, to the extent (but only to the extent) such effect, event, change, state of facts, occurrence or circumstance has a disproportionate adverse impact on the Company and its Subsidiaries, taken as a whole, relative to the other participants in the industry in which the Company and its Subsidiaries operate.

Competing Transaction” has the meaning specified in Section 7.12.

Competition Laws” means the HSR Act (and any similar Law enforced by any Governmental Antitrust Entity regarding pre-acquisition notifications for the purpose of competition reviews), the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and all other federal, state, foreign, multinational or supranational antitrust, competition or trade regulation statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition or effectuating foreign investment.

Compliant” means, with respect to the Required Information, that (i) Ernst & Young LLP have not withdrawn any audit opinion with respect to any audited financial statements contained in the Required Information and (ii) the Company has not determined to restate any financial statements or financial information included in the Required Information.

Confidential Information” has the meaning specified in Section 7.17(d).

Confidentiality Agreement” has the meaning specified in Section 7.1(b).

Continuing Employees” has the meaning specified in Section 7.9(a).

 

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