|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
3.1 Purchase Price for the Capital Stock. The purchase price to be paid by Buyer to Seller for the Capital Stock shall be: (a) at the Closing, an amount equal to the Estimated Transaction Consideration and payable as provided in Section 3.2(b) and (b) at such time that any Additional Transaction Consideration is paid to the Seller pursuant to Section 3.5(f), an amount equal to the Additional Transaction Consideration (if any) in accordance and payable as provided in Section 3.5(f), in each case, without interest.
3.2 Estimated Transaction Consideration.
(a) Determination and Allocation of Estimated Transaction Consideration. No later than two (2) Business Days before the Closing Date, the Company shall deliver to Buyer the Companys good faith calculation and estimate of the aggregate amount of the Estimated Transaction Consideration and each of the Estimated Transaction Consideration Elements, and wire instructions for the account(s) designated by the Seller to which funds are to be wired to Seller and the recipients of the Transaction Costs. The calculations described above in the foregoing clause are collectively referred to herein as the Estimated Closing Statement. The Estimated Closing Statement and Estimated Net Working Capital shall be prepared in a manner consistent with the terms of (including the definitions contained in) this Agreement, including Exhibit A. Prior to the Closing, Seller, the Company and Buyer will work in good faith to resolve any differences they may have with respect to any information in the Estimated Closing Statement and any modifications to the Estimated Transaction Consideration and the Estimated Transaction Consideration Elements as may be proposed by the parties.
(b) Payment of Estimated Transaction Consideration. At the Closing, Buyer shall pay in cash in U.S. dollars to the Seller pursuant to this Article III in an amount equal to the Estimated Transaction Consideration.
3.3 Indebtedness. Simultaneously with the Closing, Buyer shall pay, or cause to be paid, all amounts due, if any, as required to be paid under any payoff letters described in Section 7.18 in order to fully discharge the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters.
3.4 Transaction Costs. Simultaneously with the Closing, Buyer shall pay, or cause to be paid, the Transaction Costs by wire transfer of immediately available funds as directed by each payee thereof.
3.5 Post-Closing Determination of Additional Transaction Consideration.
(a) From and after the Closing Date until the determination of the Final Closing Statement pursuant to this Section 3.5, Buyer shall, and shall cause its Subsidiaries to, permit the Seller reasonable access to the personnel, accountants and properties of the Company and the Companys Subsidiaries, and provide reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to all of the books, records, contracts and other documents (including auditors work papers) of the Company