SEC Filings

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


and Buyer, on the other hand, shall provide to the other copies of all correspondence between it (or its advisors) and any Governmental Antitrust Entity or other Governmental Authority relating to the transactions contemplated by this Agreement or any of the matters described in this Section 7.5. Each of the Company and the Seller, on the one hand, and Buyer, on the other hand, shall promptly inform the other of any substantive oral communication with, and, subject to applicable Law, provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction. Neither the Company or the Seller, on the one hand, nor Buyer, on the other hand, shall independently participate in any substantive meeting or conference call with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. To the extent permissible under applicable Law, each of the Company and the Seller, on the one hand, and Buyer, on the other hand, will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the Competition Laws. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 7.5(a) or any other section of this Agreement as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials.

(b) Without limiting the generality of the undertakings pursuant to this Section 7.5, each of the Company and the Seller, on the one hand, and Buyer, on the other hand shall (including by causing their “ultimate parent entities” as that term is defined in the HSR Act to) (i) prepare and file or cause to be prepared and filed any notification and report form and related material required under the HSR Act no later than ten (10) Business Days after the date hereof, (ii) subject to applicable Law, furnish to the other party as promptly as reasonably practicable all information required for any application or other filing to be made by the other party pursuant to any applicable Law in connection with the transactions contemplated by this Agreement, and (iii) provide or cause to be provided as promptly as reasonably practicable to any Governmental Antitrust Entity information and documents requested by such Governmental Antitrust Entity, necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, or pursuant to a Competition Law or other applicable Law. Buyer shall use reasonable best efforts to cause (and shall cause its “ultimate parent entity” as that term is defined in the HSR Act to cause) the filings under the HSR Act to be considered for grant of “early termination,” and make any further filings pursuant thereto that may be necessary, proper, or advisable in connection therewith. Buyer shall be responsible for the filing fees under the HSR Act, any other Competition Laws and/or under any such other laws or regulations applicable to Buyer or Seller, the Company and its Affiliates.

(c) If any objections are asserted with respect to the transactions contemplated hereby under any Competition Law or if any Action is instituted by any Governmental Antitrust Entity or any private party challenging any of the transactions contemplated hereby as violative of any Competition Law, each of Buyer and the Company shall use its reasonable

 

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