SEC Filings

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


issued in violation of preemptive rights or other similar rights. There are no outstanding (i) securities convertible into or exchangeable for Equity Interests of any of the Subsidiaries of the Company, (ii) options, warrants, calls, stock appreciation rights, phantom stock, stock-based performance units or other rights to purchase or subscribe for capital stock or other Equity Interests of any of the Subsidiaries of the Company or (iii) Contracts of any kind by which any of the Company or its Subsidiaries is subject or bound requiring the issuance on or after the date hereof of any capital stock or any other Equity Interests of any of the Subsidiaries of the Company, any security convertible or exchangeable into such Equity Interests or any options, warrants, calls, stock appreciation rights, phantom stock, stock-based performance units or other rights to purchase or subscribe for such Equity Interests. Neither the Company nor any of its Subsidiaries, directly or indirectly, owns, or holds any rights to acquire (either itself or by a nominee), any Equity Interests or any other securities in any other Person other than securities that constitute cash or cash equivalents.

4.6 Financial Statements.

(a) The Company has made available to Buyer true and complete copies of the Financial Statements, which are set forth on Section 4.6 of the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved and fairly present, in all material respects, the consolidated financial position, the results of operations, cash flow and stockholders’ equity of the Company and its consolidated Subsidiaries as of the dates and for the periods presented therein (subject, in the case of unaudited statements, to normal year-end adjustments which, taken as a whole, will not be material in nature or amount, and the absence of certain footnotes).

(b) The Company and its Subsidiaries maintain systems of internal accounting controls designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in all material respects, including internal accounting controls designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements of the Company and its Subsidiaries in conformity with GAAP, consistently applied. Neither the Company nor, to the Knowledge of the Company, the Company’s independent auditors, has identified or been made aware of (i) any material weaknesses or significant deficiencies (as such terms are defined in Regulation S-X) in the Company’s or its Subsidiaries’ internal controls likely to adversely affect the Company’s or its Subsidiaries’ ability to record, process, summarize and report financial information or (ii) any fraud or allegation of fraud, whether or not material, that involves management or other employees of the Company or its Subsidiaries who have a significant role in the Company’s internal control over financial reporting.

(c) Section 4.6(c) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all Indebtedness of the Company and its Subsidiaries and the Contracts under which such Indebtedness exists.

 

-26-