|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
Sanctioned Person has the meaning specified in Section 4.20(c).
SEC means the United States Securities and Exchange Commission.
Secured Debt Commitment Letter has the meaning specified in Section 6.7.
Secured Debt Financing Sources has the meaning specified in Section 6.7.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Seller has the meaning specified in the Preamble.
Seller Documents means each agreement, document, instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated hereby, other than this Agreement.
Seller Indemnitee has the meaning specified in Section 10.3(b).
Seller Material Adverse Effect means an effect, event, change, state of facts, occurrence or circumstance that prevents or delays beyond the Outside Date the ability of Seller to consummate the transactions contemplated by this Agreement or otherwise perform its obligations under the Transaction Documents.
Seller Prepared Returns has the meaning specified in Section 7.16(b).
Shared Services Employee means a current employee, manager, director or individual consultant of Seller or its Affiliates (other than the Company and its Subsidiaries) that provides services to the Company and its Subsidiaries, as designated by the Seller or such Affiliate and whose name is set forth on Schedule A attached hereto.
Solvency has the meaning specified in Section 6.8.
Solvent has the meaning specified in Section 6.8.
Specified Current Assets has the meaning specified in Exhibit A.
Specified Current Liabilities has the meaning specified in Exhibit A.
Specified Representations has the meaning specified in Section 10.2(a).
Straddle Period has the meaning specified in Section 7.16(a).
Subsidiary of any Person (for purposes of this definition, the Controlling Company) means any other Person (i) of which a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having the power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, by the Controlling Company and/or (ii) with respect to which the Controlling Company or its Subsidiaries is a general partner or managing member. For purposes of the