SEC Filings

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


Material Contract” refers to any (i) Contract (or group of related Contracts) pursuant to which the Company or any Subsidiary of the Company is obligated or entitled to provide emergency or non-emergency medical transportation services to the U.S. Government or any State, city, county, municipality, fire department, police department, emergency services agency, hospital district or similar Governmental Authority or quasi-governmental authority that the Company reasonably anticipates will result in $20,000,000 or more of revenue in 2017 or that resulted in $20,000,000 or more of revenue in 2016, (ii) Contract (or group of related Contracts) pursuant to which the Company or any Subsidiary of the Company is obligated or entitled to provide emergency or non-emergency medical transportation to or for any healthcare facility or any other Person (other than a Governmental Authority) that the Company reasonably anticipates will result in $20,000,000 or more of revenue in 2017 or that resulted in $20,000,000 or more of revenue in 2016, (iii) employment agreement that provides for annual base compensation (including stipends and guaranteed bonuses) in excess of $300,000, (iv) Contract containing any covenant or provision in effect prohibiting, restricting or limiting the Company or any of its Subsidiaries (or Buyer or its Affiliates following the Closing) from engaging in any line of business or competing with any Person in any geographic area or during any period of time (other than nondisclosure agreements that may contain standstills and/or covenants not to solicit or hire employees of third parties), or that grants any material exclusive rights to any other Person, (v) Contract relating to Intellectual Property that the Company reasonably anticipates will result in $1,000,000 or more of payments in 2017 or for Intellectual Property valued at more than $1,000,000, (vi) note, debenture, guarantee, mortgage, loan agreement or indenture or other agreement relating to Indebtedness with a principal amount in excess of $1,000,000, (vii) lease or agreement in effect under which the Company or any of its Subsidiaries is a lessee of, or holds or operates any tangible personal property owned by any other Person, for which the annual rent exceeds $1,000,000, (viii) Contract in effect limiting the incurrence of Indebtedness or the declaration or payment of any dividend or other distributions, or that requires the retention of reserves, earnings or capital by the Company or any of its Subsidiaries (or Buyer and its Affiliates following the Closing), (ix) joint venture or partnership agreement that is in effect or under which the Company or any of its Subsidiaries has ongoing obligations, (x) Contract in effect that contains a covenant granting to any Person other than the Company or its Subsidiaries a put right, right of first refusal, right of first offer, “most favored nation” or similar preferential treatment that is material to the Company and its Subsidiaries, taken as a whole, (xi) Contract involving any resolution or settlement of any actual or threatened Action involving the Company or any of its Subsidiaries involving (A) a payment in excess of $5,000,000 that was entered into on or after January 1, 2016 or, if earlier, under which the Company or any of its Subsidiaries has ongoing obligations or (B) any material ongoing requirements or restrictions on the Company or any of its Affiliates, (xii) Contracts or purchase orders for capital expenditures or the acquisition or construction of fixed assets requiring the payment following the date of this Agreement by the Company and its Subsidiaries, in the aggregate, of an amount in excess of $1,000,000, (xiii) Contracts entered into on or after January 1, 2016 or, if earlier, under which the Company or any of its Subsidiaries has ongoing obligations, in either case relating to any acquisition or disposition by the Company or any of its Subsidiaries to or from any other Person, directly or indirectly (by merger, consolidation, business combination or otherwise), of any assets, rights or properties, entered into by the Company or its Subsidiaries (A) for a purchase price in excess of $25,000,000 or (B) containing any deferred purchase price, “earn-out”, purchase price adjustment or similar contingent payment obligation under which the Company or any of its Subsidiaries has ongoing obligations, (xiv) corporate integrity agreements, non or deferred prosecution agreement, corrective action plan, or other settlement or similar agreements with any Governmental Authority under which the Company or any of its Subsidiaries has ongoing

 

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