SEC Filings

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

obligations, (xv) Contract (or group of related Contracts) with any Health Care Program from whom the Company and its Subsidiaries (on a consolidated basis) 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, (xvi) Contract (or group of related Contracts) pursuant to which the Company or any of its Subsidiaries is obligated to provide firefighting or disaster response or standby services 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 or (xvii) Contracts to enter into any of the foregoing.

Materials of Environmental Concern” means any material, substance or waste characterized or regulated under Environmental Laws as “hazardous,” “toxic,” “radioactive” or a “pollutant” or “contaminant,” or terms of similar meaning, including gasoline or petroleum (including crude oil or any fraction thereof) or petroleum product, polychlorinated biphenyl, asbestos or asbestos-containing material, urea-formaldehyde insulation, radioactive material, or toxic mold.

Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. Sections 1396 et seq.) and state and local Laws.

Medicare” means the federal health insurance program established by Title XVIII of the Social Security Act.

Most Recent Audited Balance Sheet” has the meaning specified in Section 4.7.

Net Working Capital” means (x) the Specified Current Assets, minus (y) the Specified Current Liabilities, in each case, as of the close of business on the Business Day immediately preceding the Closing Date and as determined in accordance with Exhibit A.

Net Working Capital Target” has the meaning specified in Exhibit A.

Nonparty Affiliates” has the meaning specified in Section 11.10.

OFAC” has the meaning specified in Section 4.20(c).

Offering Documents” shall mean reasonable and customary offering and syndication documents and materials, including private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials in connection with the Debt Financing.

Official” means (a) any officer, employee or any other person acting in an official capacity for any Governmental Authority or any political party or official thereof, or any candidate for political office or (b) any person responsible for awarding customer Contracts to the Company or its Subsidiaries.

Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority of competent jurisdiction.

Outside Date” has the meaning specified in Section 9.1(a).