|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
Seller or (ii) (A) assuming that the authorizations, consents and approvals referred to in Section 5.4 are obtained and the filings referred to in Section 5.4 are made, violate any Law or Order applicable to Seller, (B) with or without notice, lapse of time or both, violate or constitute a default under any of the terms, conditions or provisions of any Contract to which Seller is a party or accelerate or give rise to a right of termination, purchase, sale, cancellation, modification or acceleration of any of Sellers obligations under any such Contract or to the loss of any benefit under, or increase in any fee under, any such Contract, or (C) result in the creation of any Lien (other than any Permitted Lien) on any properties, rights or assets of Seller, 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 Seller Material Adverse Effect.
(b) No vote or consent of the holders of any class or series of capital stock or other equity interest of Seller or any of its Affiliates is necessary to approve this Agreement, any Seller Document, the Purchase or the transactions contemplated hereby or thereby.
5.4 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 Seller for the execution, delivery and performance of this Agreement or any Seller Document and the consummation of the transactions contemplated hereby and thereby by Seller, 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 Seller Material Adverse Effect.
5.5 Title to Capital Stock. Seller owns all of the Capital Stock, beneficially and of record, free and clear of any Liens (other than the restrictions on transfer under applicable securities Law). 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. Upon consummation of the Purchase in accordance with the terms hereof, at the Closing Seller will deliver to Buyer good and marketable title to the Capital Stock, free and clear of any Liens.
5.6 Legal Proceedings. Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, as of the date of this Agreement, (a) there is no pending or, to the Knowledge of Seller, threatened, Action against Seller and/or any of its properties, assets or businesses, by or before any Governmental Authority and (b) Seller is not subject to any outstanding Order.
5.7 Compliance With Laws. Except for such non-compliance as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, Seller is in compliance with all Laws applicable to Seller.