|ENVISION HEALTHCARE CORP filed this Form 8-K on 08/10/2017|
(d) 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; and
(e) No Order (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting consummation of the transactions hereunder shall have been issued and be continuing in effect and no Law shall have been enacted, issued, promulgated or enforced by any Governmental Authority that prohibits or makes illegal the consummation of the transactions hereunder and shall continue to be in effect.
8.3 Frustration of Closing Conditions. None of the Company, Seller or Buyer may rely on the failure of any condition set forth in Sections 8.1 or 8.2, as the case may be, if such failure was caused by such partys (or in the case of the Company or Seller, either of such parties) failure to comply with any provision of this Agreement.
9.1 Termination of Agreement. This Agreement may be terminated at any time prior to the Closing as follows:
(a) at the election of the Seller or Buyer on or after May 6, 2018 (the Outside Date), if the Closing shall not have occurred by 5:00 p.m. New York City time on such date; provided, however, that if on the initial Outside Date the conditions set forth in Sections 8.1(e) and 8.2(d) are not satisfied but all the other conditions to Closing set forth in Article VIII are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to those conditions being capable of being satisfied), then Buyer or the Seller may, by providing written notice to the other prior to 5:00 p.m., New York time, on such initial Outside Date, extend the Outside Date to August 6, 2018 in which case the Outside Date shall be deemed for all purposes to be such later date; provided, further, that neither the Seller nor Buyer may terminate this Agreement pursuant to this Section 9.1(a) if, in the case of Seller, it or the Company is in material breach of any of its obligations hereunder, or in the case of Buyer, it is in material breach of any of its obligations hereunder, and in either case, such material breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating party to consummate the Purchase set forth in Article VIII prior to the Outside Date, or (ii) the failure of the Closing to have occurred prior to the Outside Date;