Envision Healthcare Corp Sample Contracts

NEW AMETHYST CORP. and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF DECEMBER 1, 2016 PROVIDING FOR ISSUANCE OF NOTES IN SERIES
Indenture • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • New York

INDENTURE, dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among New Amethyst Corp., a corporation organized under the laws of the State of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, a national banking association, as Trustee.

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AGREEMENT AND PLAN OF MERGER by and among ENTERPRISE PARENT HOLDINGS INC., ENTERPRISE MERGER SUB INC. and ENVISION HEALTHCARE CORPORATION Dated as of June 10, 2018
Agreement and Plan of Merger • June 13th, 2018 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 10, 2018 (this “Agreement”), by and among Enterprise Parent Holdings Inc., a Delaware corporation (“Parent”), Enterprise Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Envision Healthcare Corporation, a Delaware corporation (the “Company”).

CORPORATE INTEGRITY AGREEMENT BETWEEN THE OFFICE OF INSPECTOR GENERAL OF THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND ENVISION HEALTHCARE CORPORATION
Corporate Integrity Agreement • December 19th, 2017 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine
EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2018 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • Tennessee

THIS EMPLOYMENT AGREEMENT (the "Agreement"), entered into this 27th day of February, 2018, by and between Envision Healthcare Corporation, a Delaware corporation with its principal place of business at 1A Burton Hills Boulevard, Nashville, Tennessee 37215 ("Company"), and Craig A. Wilson ("Officer").

Supplemental Indenture Joining Successor Company December 1, 2016
Supplemental Indenture • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • New York

SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2016 (this “Supplemental Indenture”), among Envision Healthcare Intermediate Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), each of the existing Subsidiary Guarantors under the Indenture (as defined below) party hereto (each an “Existing Guarantor”) and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

SEVENTH AMENDMENT
Credit Agreement • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • New York

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of December 1, 2016, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, among Envision Healthcare Corporation, a Delaware corporation (as further defined in Subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in Subsection 1.1, the “Lenders”) and JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, and as further defined in Subsection 1.1, the “Administrative Agent” and the “Collateral Agent”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 1st day of December, 2016, by and between Envision Healthcare Holdings, Inc., a Delaware corporation with its principal place of business at 6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado 80111 (“Envision”), and William A. Sanger (the “Executive”).

Contract
First Supplemental Indenture • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 1, 2016 (this “Supplemental Indenture”), among New Amethyst Corp. (the “Company”), as issuer, and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.

INCREASE SUPPLEMENT
Envision Healthcare Corp • June 27th, 2017 • Services-offices & clinics of doctors of medicine

INCREASE SUPPLEMENT, dated as of June 23, 2017, to the Amended and Restated Credit Agreement (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), dated as of December 1, 2016, among ENVISION HEALTHCARE CORPORATION, a Delaware corporation (together with its successors and assigns, the “Borrower”), the several banks and other financial institutions from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined therein). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. JPMorgan Chase Bank, N.A., is acting as the sole lead arranger and sole bookrunner for the Increase (as defined below) (in such capacity, the “Lead Arranger”).

ENVISION HEALTHCARE CORPORATION PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • March 1st, 2017 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • Delaware

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of [_______________] (the “Grant Date”), between Envision Healthcare Corporation, a Delaware corporation, together with its subsidiaries (the “Company”), and NAME (the “Grantee”), under the Company’s 2014 Equity and Incentive Plan, as amended (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

THIRD AMENDMENT
Credit Agreement • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 1, 2016, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, among Envision Healthcare Corporation (the “Parent Borrower”), a Delaware corporation, the Subsidiary Borrowers from time to time party hereto (together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as swingline lender (in such capacity, the “Swingline Lender”), as an issuing lender, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below), JPMorgan Chase Bank, N.A., as an

STOCK PURCHASE AGREEMENT BY AND AMONG AIR MEDICAL GROUP HOLDINGS, INC., EMERGENCY MEDICAL SERVICES LP CORPORATION, and AMR HOLDCO, INC. and, solely for certain limited purposes, ENVISION HEALTHCARE CORPORATION Dated as of August 7, 2017
Stock Purchase Agreement • August 10th, 2017 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • Delaware

This STOCK PURCHASE AGREEMENT, dated as of August 7, 2017 (this “Agreement”), by and among Air Medical Group Holdings, Inc., a Delaware corporation (“Buyer”), Emergency Medical Services LP Corporation, a Delaware corporation the “Seller”), AMR Holdco, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 7.1, 7.7, 7.8, 7.12, 7.15, 7.16, 7.17, 7.20, 7.21, 7.22 and 7.23 and Article X and Article XI, Envision Healthcare Corporation, a Delaware corporation (the “Public Company”, and collectively with Buyer, Seller and the Company, the “parties”).

ENVISION HEALTHCARE CORPORATION RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • March 1st, 2017 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • Delaware

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of __________________ (the “Grant Date”), between Envision Healthcare Corporation, a Delaware corporation, together with its subsidiaries (the “Company”), and NAME (the “Grantee”), under the [Company’s 2014 Equity and Incentive Plan][Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan], as amended (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 19th, 2018 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine

This AMENDMENT NO. 1 to the STOCK PURCHASE AGREEMENT, dated as of March 13, 2018 (this “Amendment”), is entered into by and among Air Medical Group Holdings, Inc., a Delaware corporation (“Buyer”), Emergency Medical Services LP Corporation, a Delaware corporation (the “Seller”), AMR Holdco, Inc., a Delaware corporation (the “Company”), and Envision Healthcare Corporation, a Delaware corporation (the “Public Company”, and collectively with Buyer, the Seller, and the Company, the “parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of December 1, 2016, among AmSurg Corp. (the “Issuer”), AllegiantMD, Inc., a Florida corporation, Arizona Perinatal Care Centers, LLC, an Arizona limited liability company, Broad Midwest Anesthesia, LLC, a Missouri limited liability company, Doctors Billing Service, Inc., a California corporation, Medi-Bill of North Florida, Inc., a Florida corporation, North Florida Anesthesia Consultants, Inc., a Florida corporation, Sheridan CADR Solutions, Inc., a Florida corporation, Sheridan Hospitalist Services of Florida, Inc., a Florida corporation, Sheridan Leadership Academy, Inc., a Florida corporation, Sheridan Scientific Intelligence, Inc., a Florida corporation, Valley Clinical Research, Inc., a Florida corporation, and St. Lucie Anesthesia Associates, LLC, a Florida limited liability company (each, a “Guaranteeing Subsidiary” and collectively the “Guaranteeing Subsidiaries”), and U.S. Bank National Association, a national

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • Delaware

Indemnification Agreement (this “Agreement”), dated as of December 1, 2016, by and between Envision Healthcare Corporation, a Delaware corporation (the “Corporation”), and the undersigned director of the Corporation (“Indemnitee”).

SUPPLEMENTAL INDENTURE (Merger #2)
Supplemental Indenture • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2016, among NEW AMETHYST CORP., a Delaware corporation (the “Successor Issuer”), the subsidiaries listed on the signature pages hereto as “Existing Subsidiary Guarantors” (the “Existing Subsidiary Guarantors”), the subsidiaries listed on the signature pages hereto as the “New Envision Subsidiary Guarantors” (the “New Envision Subsidiary Guarantors” and, with the Existing Subsidiary Guarantors, the “Subsidiary Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2018 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • Tennessee

THIS EMPLOYMENT AGREEMENT (the "Agreement"), is entered into this 1st day of July, 2014, by and between Sheridan Healthcare, Inc., a Delaware corporation ("Company''), and Patrick Solomon ("Executive").

SUPPLEMENTAL INDENTURE (Merger #1)
Supplemental Indenture • December 7th, 2016 • Envision Healthcare Corp • Services-offices & clinics of doctors of medicine • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2016, among NEW AMETHYST CORP., a Delaware corporation (the “Successor Issuer”), the subsidiaries listed on the signature pages hereto (each a “Subsidiary Guarantor”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).

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