SEC Filings

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


(ii) (1) (A) the representations and warranties of Seller set forth in Article V of this Agreement (other than (x) Sections 5.1, 5.2 and 5.5, and (y) those other representations and warranties that address matters as of a specified date) shall be true and correct as of the Closing Date as though then made at and as of the Closing Date (without giving effect to materiality, Seller Material Adverse Effect, or similar phrases in the representations and warranties), and (B) the representations and warranties of Seller set forth in Article V of this Agreement that address matters as of a specified date (other than Sections 5.1, 5.2 and 5.5) shall be true and correct as of such specified date (without giving effect to materiality, seller Material Adverse Effect, or similar phrases in the representations and warranties), except where the failure of such representations and warranties referenced in the immediately preceding clause (A) to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect and (2) the representations and warranties set forth in Sections 5.1, 5.2 and 5.5, shall be true and correct in all material respects as of the Closing Date as though made at and as of the Closing Date (except for representations and warranties set forth in Sections 5.1, 5.2 and 5.5, which address matters only as of a specified date, which representations and warranties shall continue as of the Closing Date to be true and correct as of such specified date in all material respects);

(b) Covenants.

(i) The Company shall have performed and complied in all material respects with all covenants and other agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(ii) Each of Seller and the Public Company shall have performed and complied in all material respects with all covenants and other agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date;

(c) No Company Material Adverse Effect. Since the date hereof, no Company Material Adverse Effect shall have occurred or shall reasonably be expected to occur;

(d) Officers Certificate.

(i) Buyer shall have received a certificate signed by an officer of the Company, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, to the effect that the conditions specified in Sections 8.1(a)(i), 8.1(b)(i) and 8.1(c) are satisfied;

(ii) Buyer shall have received a certificate signed by an officer of Seller, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, to the effect that the conditions specified in Sections 8.1(a)(ii), 8.1(b)(ii) and 8.1(c) are satisfied;

(e) The waiting period or required approval applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired (or early termination shall have been granted) or been received, and all other necessary permits, approvals, clearances and consents of, or filings with, the Governmental Antitrust Entities in the countries listed on Section 8.1(e) of the Company Disclosure Schedule shall have been procured or made, as applicable;

 

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