SEC Filings

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


best efforts to (i) oppose or defend against any action to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein), and/or (ii) overturn any regulatory action by any Governmental Antitrust Entity to prevent or enjoin consummation of this Agreement (and the transactions contemplated herein), including by defending any Action brought by any Governmental Antitrust Entity in order to avoid entry of, or to have vacated, overturned or terminated, including by appeal if necessary, in order to resolve any such objections or challenge as such Governmental Antitrust Entity or private party may have to such transactions under such Competition Law so as to permit consummation of the transactions contemplated by this Agreement.

(d) Buyer shall, and shall cause its Subsidiaries to, take all actions necessary to avoid or eliminate any impediment under any U.S. Competition Law so as to enable the consummation of the transactions contemplated hereby, including the Purchase, to occur as soon as reasonably possible (and in any event no later than the Outside Date), including (i) proposing, negotiating, committing to and effecting, by consent decree, a hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer or its Subsidiaries (including the Company and its Subsidiaries), (ii) terminating existing relationships, contractual rights or obligations of Buyer or its Subsidiaries (including the Company and its Subsidiaries), (iii) terminating any venture or other arrangement of Buyer or its Subsidiaries (including the Company and its Subsidiaries) and (iv) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its Subsidiaries’ (including the Company’s and its Subsidiaries’), freedom of action with respect to, or its ability to retain, one or more of the businesses, product lines or assets of Buyer and its Subsidiaries (including the Company and its Subsidiaries), and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Purchase, and in that regard Buyer shall and, shall cause its Subsidiaries (including the Company and its Subsidiaries) to, agree to divest, sell, dispose of, hold separate or otherwise take or commit to take any action that limits its freedom of action with respect to Buyer’s or its Subsidiaries’ (including the Company’s and its Subsidiaries’), ability to retain, any of the businesses, product lines or assets of Buyer or any of its Subsidiaries (including the Company and its Subsidiaries). Notwithstanding the foregoing or any other provision of this Agreement, nothing contained in this Agreement shall require or obligate Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to agree or otherwise be required to sell, divest, dispose of, license, hold separate, or take or commit to take any action that limits in any respect its freedom of action with respect to, or its ability to retain, any of its businesses, products, rights, services, licenses, investments, or assets or those of any of its affiliated investment funds or portfolio companies (as such term is commonly understood in the private equity industry), or any interests therein, other than Buyer and its Subsidiaries (including, after the Closing, the Company and its Subsidiaries).

(e) From the date of this Agreement through the date (i) of termination of the required waiting periods under the HSR Act and all applicable Competition Laws and (ii) the consents required pursuant to Section 7.5(a) are obtained, Buyer, the Company and their respective Subsidiaries shall not take any action that could reasonably be expected to hinder or delay, as applicable, the obtaining of clearance or the expiration of the required waiting periods under the HSR Act and such applicable Competition Laws, or the obtaining of the consents required pursuant to Section 7.5(a) from the applicable Governmental Authorities.

 

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