SEC Filings

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


cancellation, modification or acceleration of any of the Company’s or, if applicable, the Company’s Subsidiaries’, obligations under any Contract or to the loss of any benefit under, or increase in any fee under, a Contract, or (C) result in the creation of any Lien (other than any Permitted Lien) on any properties, rights or assets of the Company or any of the Company’s Subsidiaries, except, in the case of clause (ii), for such violations, defaults, accelerations, rights, losses and Liens as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

4.4 Governmental Approvals. Except for (a) filings required under, and compliance with other applicable requirements of, the HSR Act, and (b) filings required under, and compliance with other applicable requirements of, any other applicable Competition Laws, no consents, authorizations, or approvals of, or filings, declarations, notifications or registrations with, any Governmental Authority are necessary to be obtained or made by the Company or any of its Subsidiaries for the execution, delivery and performance of this Agreement or any Company Document and the consummation by the Company of the transactions contemplated hereby and thereby, other than such other consents, authorizations, approvals, filings, declarations, notifications or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

4.5 Capitalization.

(a) The authorized Equity Interests of the Company consists solely of 100 shares of Capital Stock. As of the date hereof, there are 100 shares of Capital Stock issued and outstanding. All of such issued and outstanding shares of Capital Stock are duly authorized, validly issued, fully paid, nonassessable and were not issued in violation of preemptive rights or similar rights.

(b) Seller owns all of the issued and outstanding shares of Capital Stock. Other than the Capital Stock, there are no outstanding (i) Equity Interests of the Company, (ii) securities convertible into or exchangeable for Equity Interests of the Company, (iii) options, warrants, calls, stock appreciation rights, phantom stock, stock-based performance units or other rights to purchase or subscribe for Equity Interests of the Company or (iv) Contracts of any kind to which the Company and its Subsidiaries are subject or bound requiring the issuance on or after the date hereof of any Equity Interests of the Company, any security convertible or exchangeable into Equity Interests of the Company or any options, warrants, calls, stock appreciation rights, phantom stock, stock-based performance units or other rights to purchase or subscribe for Equity Interests of the Company. As of the date hereof, there are no accrued and unpaid dividends or distributions payable with respect to the Capital Stock. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to, any voting trust, proxy or other Contract with respect to the voting, redemption, repurchase, sale, transfer or other disposition of Equity Interests of the Company or any of the Subsidiaries of the Company.

(c) All issued and outstanding shares of capital stock or other Equity Interests of each of the Subsidiaries of the Company are directly or indirectly wholly owned by the Company and are duly authorized, validly issued, fully paid, nonassessable and were not

 

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