SEC Filings

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


(b) No vote or consent of the holders of any class or series of capital stock or other equity interest of Buyer or any of its Affiliates is necessary to approve this Agreement, any Buyer Document, the Purchase or the transactions contemplated hereby or thereby.

6.4 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 Buyer for the execution, delivery and performance of this Agreement or any Buyer Document and the consummation 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 Buyer Material Adverse Effect.

6.5 Legal Proceedings. Except as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, as of the date of this Agreement, (a) there is no pending or, to the Knowledge of Buyer, threatened, Actions against Buyer and/or any of its properties, assets or businesses, by or before any Governmental Authority and (b) Buyer is not subject to any outstanding Order.

6.6 Compliance With Laws. Except for such non-compliance as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, Buyer is in compliance with all Laws applicable to Buyer.

6.7 Financing. Buyer affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Buyer obtains financing for, or related to, any of the transactions contemplated hereby. Buyer has furnished the Company with a true, accurate and complete copy of (a) the executed preferred equity commitment letter, dated as of the date hereof (such commitment letter and related term sheets, including all exhibits, schedules and annexes thereto, collectively, the “Equity Commitment Letter”) from the purchasers named therein (the “Equity Providers”), to provide, subject to the terms and conditions set forth therein, funding in exchange for preferred equity in the aggregate amount set forth therein for the purpose of funding the transactions contemplated by this Agreement (the “Equity Financing”) (provided, that provisions in the Equity Commitment Letter related solely to fees and economic terms agreed to by the parties thereto may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Equity Financing) at the Closing), and (b)(i) the executed Debt Commitment Letter (the “Secured Debt Commitment Letter” ”), dated as of the date hereof, among Morgan Stanley Senior Funding, Inc., Goldman Sachs Bank USA, Jefferies Finance LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Nomura Securities International, Inc. (the “Secured Debt Financing Sources”) and all fee letters, engagement letters and other arrangements associated therewith (provided, that provisions in the fee or engagement letter related solely to fees and economic terms agreed to by the parties thereto may be redacted (none of which redacted provisions adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing (as defined below) at the Closing) and (ii) the executed Debt Commitment Letter (the “Unsecured Debt Commitment Letter”), dated as of the date hereof, among PSP Investments Credit USA LLC and Ares Capital Management LLC (together with the Secured Debt Financing Sources, the “Debt Financing Sources”) and all fee letters, engagement letters and other arrangements associated therewith (provided, that provisions in the fee or engagement letter related solely to fees and

 

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