SEC Filings

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


(xvii) fail to maintain the existence of, or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to, the Company or any of its Subsidiaries; or

(xviii) agree, whether in writing or otherwise, to do any of the foregoing.

7.3 Conditions. Without limiting any other covenant in this Agreement (including the obligations of Buyer set forth in Section 7.5 and Section 7.10), which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 7.3, each of Seller and the Company, on the one hand, and Buyer, on the other hand, agrees to use its respective reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done as promptly as practicable, all things necessary, proper and advisable under applicable Laws or otherwise to (i) consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement. Subject to appropriate confidentiality protections, each of Seller and the Company, on the one hand, and Buyer, on the other hand, shall furnish to the other such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing.

7.4 Consents. Buyer, Seller and the Company shall use (and the Company shall cause its Subsidiaries to use) their respective reasonable best efforts to obtain all consents and approvals and provide all notices referred to in Section 7.4 of the Company Disclosure Schedule and such other consents and approvals of and notices to Persons (other than Governmental Authorities) that are necessary or as mutually determined by Buyer and Seller advisable in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that no party shall be obligated to pay any (i) costs, fees or expenses in connection therewith (other than immaterial administrative and/or legal costs and expenses) or (ii) consideration to any third party from whom any such consent or approval is requested under any Contract; provided, further, that each of the parties acknowledge and agree that, subject to the requirement to use reasonable best efforts, obtaining any such consents and approvals shall not be a condition to Closing except to the extent set forth on Section 8.1(g) of the Company Disclosure Schedule.

7.5 Regulatory Approvals.

(a) Each of the Company and the Seller, on the one hand, and Buyer, on the other hand, shall cooperate with one another and use its reasonable best efforts to, and cause its respective Affiliates to use their reasonable best efforts to, (i) prepare all necessary documentation (including furnishing all information required under the Competition Laws) to effect promptly all necessary filings or start any pre-notification proceedings with any Governmental Authority and (ii) obtain all consents, waivers and approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement. Subject to applicable Law, each of the Company and the Seller, on the one hand,

 

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