|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
representation or warranty, if (A) there is a specific reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that specifically related to the subject matter of such representation or (B) such item is otherwise specifically set forth or reflected on the balance sheet or financial statements.
(x) Made Available. Whenever the phrase made available is used in reference to a document, it shall mean the document was (i) delivered to Buyer, its Affiliates or its Representatives at least two (2) days prior to the date hereof or (ii) made available for viewing, and accessible by Buyer and its Representatives, in the Project Maverick electronic data room hosted by Merrill Corporation as that site existed as of 11:59 p.m. (New York City time) on August 6, 2017.
(c) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
2.1 The Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase (the Purchase) from Seller, and Seller shall sell, transfer and assign to Buyer, all of the outstanding common stock, par value $0.01 per share, of the Company (the Capital Stock), free and clear of any Liens (other than any such Liens resulting (i) from actions taken by Buyer or any its Affiliates and/or (ii) under applicable state and/or federal securities Laws), for the purchase price set forth in Section 3.1.
2.2 Closing. Subject to the satisfaction of the conditions set forth in Article VIII (or, to the extent permitted by applicable Law, the written waiver thereof by the party entitled to waive any such condition), the closing of the Purchase (the Closing) will take place at 9:00 a.m. (Central time) at the offices of Bass, Berry & Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, Tennessee 37201 on the second (2nd) Business Day after satisfaction or waiver of each condition to the Closing set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing) unless another time, date and/or place is agreed to in writing by the parties hereto; provided, that, without the prior written consent of Buyer, the Closing shall not occur prior to the date that is thirty (30) days after the date hereof; provided, further that, notwithstanding the foregoing, in no event shall the Closing occur prior to the date which is two (2) Business Days following the end of the Marketing Period without Buyers prior written consent (or such earlier date as may be specified by the Buyer with at least two (2) Business Days prior written notice to Seller). The date on which the Closing occurs is referred to in this Agreement as the Closing Date.
2.3 Instrument of Transfer. At the Closing, Seller shall execute and deliver to Buyer an instrument of transfer of the Capital Stock duly executed in blank.