SEC Filings

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


promulgated by the SEC under the Securities Act. Buyer acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Capital Stock. Buyer acknowledges that the Capital Stock has not been registered under the Securities Act, or any state or foreign securities laws and that the Capital Stock may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and the Capital Stock is registered under any applicable state or foreign securities laws or sold pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws.

6.10 Brokers and Other Advisors. Except for Barclays Capital Inc., the fees and expenses of which shall be borne by Buyer, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Buyer or any of its Affiliates for which the Seller may become liable.

ARTICLE VII

COVENANTS

7.1 Access to Information.

(a) Prior to the Closing Date and subject to applicable Laws and Section 7.1(b), Buyer shall be entitled, through its officers, employees and other Representatives (including its legal advisors and accountants), to have such access to all the properties, businesses, operations, books, records, directors, officers, employees, agents and other Representatives of the Public Company and its Subsidiaries and such examination of the books and records of the Public Company and its Subsidiaries as it reasonably requests in connection with Buyer’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be conducted on reasonable advance written notice, during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Public Company shall cause its and its Subsidiaries’ officers and employees to, and shall use its commercially reasonable efforts to cause the agents, accountants, attorneys and other Representatives of the Public Company and its Subsidiaries to, reasonably cooperate with Buyer and Buyer’s Representatives in connection with such access and examination, and Buyer and its Representatives shall reasonably cooperate with the Public Company and its Subsidiaries and their respective officers, employees, consultants, agents, accountants, attorneys and other Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of the Public Company or any of its Subsidiaries or (ii) (A) require the Public Company or any of its Subsidiaries to disclose information that would result in the loss of attorney-client privilege or (B) conflict with any confidentiality obligations to which the Public Company or any of its Subsidiaries is bound; provided, however, that in the case of clause (ii)(B), the Public Company and its Subsidiaries shall use commercially reasonable efforts to obtain, a waiver of any such confidentiality obligations upon Buyer’s reasonable prior written request and, in the

 

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