SEC Filings

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


Estimated Transaction Consideration” means (i) $2,400,000,000, plus (ii) Cash on Hand, minus (iii) Transaction Costs, minus (iv) the Closing Indebtedness, plus (v) the amount (if any) by which Estimated Net Working Capital is in excess of the Net Working Capital Target, minus (vi) the amount (if any) by which the Net Working Capital Target is in excess of Estimated Net Working Capital, minus (vii) the Acquisition Adjustment Amount, in each of the foregoing clauses (i) through (vii), as set forth in the Estimated Closing Statement.

Estimated Transaction Consideration Elements” means, collectively, the following: (i) Cash on Hand, (ii) Transaction Costs, (iii) Closing Indebtedness, (iv) Estimated Net Working Capital and (v) Acquisition Adjustment Amount.

Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Existing Policies” has the meaning specified in Section 7.6(d).

FCPA” has the meaning specified in Section 4.20(a).

Final Closing Statement” has the meaning specified in Section 3.5(e).

Final Transaction Consideration” means (i) $2,400,000,000, plus (ii) Cash on Hand, minus (iii) Transaction Costs, minus (iv) the Closing Indebtedness, plus (v) the amount (if any) by which Net Working Capital is in excess of the Net Working Capital Target, minus (vi) the amount (if any) by which the Net Working Capital Target is in excess of Net Working Capital, minus (vii) the Acquisition Adjustment Amount, in each of the foregoing clauses (i) through (vii), as set forth in the Final Closing Statement.

Final Transaction Consideration Elements” means, collectively, the following: (i) Cash on Hand, (ii) Transaction Costs, (iii) the Closing Indebtedness, (iv) Net Working Capital and (v) Acquisition Adjustment Amount.

Financial Advisor” has the meaning specified in Section 4.21.

Financial Statements” means (i) the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 2015 and December 31, 2016 and the audited statements of operations, stockholder equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal years ended December 31, 2014, December 31, 2015 and December 31, 2016 and the notes thereto (together with the auditor’s opinion thereon), and (ii) the unaudited consolidated balance sheet and statements of operations, stockholder equity and cash flows of the Company and its consolidated Subsidiaries as at, and for the fiscal quarters ended, March 31, 2016 and March 31, 2017.

Financing” has the meaning specified in Section 6.7.

Financing Agreements” has the meaning specified in Section 7.10(a).

Financing Source Sections” means each of Sections 9.3, 9.5, 11.4, 11.5, 11.6 and 11.10, solely as each such Section relates to the Financing Sources.

 

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