SEC Filings

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


Law” means any law (including common law), statute, ordinance, code, rule, regulation, decree or Order of any Governmental Authority.

Liability” means any debt, liability or obligation of any kind or nature (whether direct or indirect, absolute or contingent, accrued or unaccrued or liquidated or unliquidated).

Lien” means any lien, pledge, mortgage, deed of trust, security interest, restriction on transfer, easement, servitude, adverse ownership interest or other similar encumbrance. Solely for purposes of Section 4.16, it is understood that “Lien” does not include any non-exclusive license or similar right granted with respect to any Intellectual Property.

Losses” has the meaning specified in Section 10.3(a).

Marketing Period” means the first period of eighteen (18) consecutive Business Days throughout and at the end of which: (x) Buyer shall have all of the Required Information and the Required Information shall be Compliant and (y) the conditions set forth in Section 8.1 (other than the conditions set forth in Section 8.1(d)) have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing); provided that, the Marketing Period shall end on any earlier date that is the date on which the Debt Financing is funded in full; provided, further, that (w) the Marketing Period shall commence no earlier than September 5, 2017; (x) each of November 22 and November 24, 2017 shall not be included as a Business Day for the purposes of calculating the Marketing Period; (y) if the Marketing Period has not ended on or prior to December 15, 2017, then the Marketing Period shall commence no earlier than January 3, 2018; and (z) the Marketing Period shall not be deemed to have commenced if after the date of this Agreement and prior to the completion of the Marketing Period, (I) the Required Information contains any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading, in which case the Marketing Period shall not be deemed to commence unless and until such Required Information has been updated so that there is no longer any such untrue statement or omission, or (II) the Company shall have announced (i) any intention to restate any historical financial statements of the Company and its consolidated Subsidiaries included in the Required Information or (ii) that any such restatement is under consideration or may be a reasonable possibility, in which cases the Marketing Period shall not be deemed to commence unless and until such restatement has been completed and the applicable Required Information has been amended or the Company has announced that it has concluded no such restatement shall be required. If at any time the Company shall in good faith reasonably believe that the Marketing Period has begun, it may deliver to Buyer a written notice to that effect, in which case the Marketing Period will be deemed to have begun on the date of such notice, unless Buyer in good faith reasonably believes the Marketing Period has not begun and, within three (3) Business Days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect, stating with specificity why it believes the Marketing Period has not begun (including, if Buyer believes the Required Information has not been provided or is not Compliant or does not satisfy the requirements of clause (z) of the second proviso to this definition).

 

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