SEC Filings

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


(b) Notwithstanding the foregoing, this Section 7.17 shall not operate to prevent or restrict the direct or indirect acquisition by the Public Company or any of its Affiliates (through acquisition, merger or other strategic transaction) of an interest in any Person that engages in the Restricted Business and either (i) such Person does not have consolidated total annual gross revenues derived from the Restricted Business (at the time of the completion of such investment or acquisition) in excess of 10% of the consolidated total annual gross revenue of the Company and its Subsidiaries for the fiscal year ending prior to the Closing Date or (ii) the Public Company’s and Affiliates’ voting ownership interest in such Person does not exceed 25% in the aggregate.

(c) During the Restricted Period, the Public Company agrees that none of the Public Company or any of its Affiliates will, directly or indirectly, (i) hire (whether as an employee, consultant or otherwise) or (ii) solicit or induce to leave the employment of the Company or its Subsidiaries or violate the terms of their contracts, or any employment arrangements (and, during the period prior to the Closing, the Public Company shall and shall cause its Affiliates not to solicit or induce any Continuing Employee to leave the employment of the Company or its Subsidiaries), any (x) director, officer or employee of the company or its Subsidiaries employed by Buyer or any of its Affiliates with the title of Vice President or higher or (y) any other Continuing Employee or employee, representative or agent of the Company or its Subsidiaries employed by Buyer or any of its Affiliates (provided that, the foregoing shall not apply to the solicitation or hiring of (I) any such Persons described in the preceding clause (y) whose employment has been terminated by Buyer or any of its Affiliates and (II) any such Persons described in the preceding clause (y) who respond to general solicitations of employment not specifically directed toward employees of Buyer or any of its Affiliates).

(d) During the Restricted Period, the Public Company agrees, and agrees to cause its Affiliates and its and their respective officers, directors, managers, employees, and other Representatives, to keep confidential and not disclose any Confidential Information regarding the Company and its Subsidiaries; provided, however, that such Persons shall not be required to maintain as confidential any Confidential Information (i) that becomes generally available to the public other than as a result of disclosure by such Person or any of their Affiliates or Representatives in breach hereof, (ii) that is required to be disclosed pursuant to the terms of a valid subpoena or any order, judgment, injunction, decree, stipulation, audit, requirement or determination issued, promulgated or entered by or with any Governmental Authority or other requirement of Law; it being agreed that the disclosing party will use its reasonable best efforts to provide reasonable advance notice (to the extent practicable) to Buyer and use reasonable best efforts to assist Buyer in obtaining confidential treatment of such information to the extent possible, or (iii) in any dispute under this letter agreement or any Transaction Document or to assert any right of such Person hereunder or thereunder. “Confidential Information” means all documents, books, records, processes, product developments, customer lists, trade secrets and other information of a confidential or proprietary nature and including written information and information transferred or obtained orally, visually, electronically or by any other means, to the extent relating to the business, products or services of the Company or its Subsidiaries.

 

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