Nobilis definition
Examples of Nobilis in a sentence
The consummation of the sale and purchase of the Purchased Assets (the “Closing”) will take place at the offices of Nobilis Health Corp.
Sellers and Owner agree that Buyer’s performance under this Agreement constitutes sufficient consideration for the covenant not to compete in this Section 4.6. Notwithstanding anything to the contrary contained herein, Buyer and NHC agree that Owner shall be released from any and all restrictions under this Section 4.6 if the Physician Employment & Medical Director Agreement is terminated (i) for cause by Owner; or (ii) without cause by Nobilis Health Network, Inc.
Nobilis shall to use commercially reasonable efforts to include such of the Closing Shares and Settlement Shares that Athas Sellers elect to include, pursuant to their rights under the Registration Rights Agreement, for registration in the Registration Statement on Form S-1 pursuant to the Securities Act being prepared by Parent pursuant to the Underwriting Agreement by and between Parent and Mackie Capital Research (“Mackie”) dated as of May 13, 2015.
Nobilis shall indemnify and hold harmless ▇▇▇▇▇ ▇▇▇▇▇, individually and in his capacity as an officer, director and/or manager of Nobilis or ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇ in his capacity as Seller Representative, from and against any losses, including reasonable attorney’s fees, for any claims brought by any Non-Party Seller related to or arising out of (i) the Disputes or the matters made the basis of the Disputes, or (ii) in connection with the negotiation and execution of this Agreement.
In the event that Mackie does not consent to the inclusion of the Closing Shares and the Settlement Shares in the Registration Statement, Nobilis acknowledges that it is bound by the terms of Section 2 of the Registration Rights Agreement.
The aggregate number of shares of Nobilis common stock (“Common Shares”) owed by Nobilis to the Athas Sellers as Contingent Shares shall be reduced by Eight Hundred Thirty Six Thousand Twenty Nine (836,029) Common Shares, allocated among the Athas Sellers as set forth on Schedule 4 (the “Withheld Shares”) such that Nobilis shall owe the Athas Sellers, in the aggregate, Three Million Eight Hundred Thirty Thousand Six Hundred Thirty Seven (3,830,637) Common Shares (the “Settlement Shares”).
In any event, Nobilis agrees that the holding period for Rule 144 purposes in respect of Settlement Shares shall commence with the authorization of such issuance as of the Effective Date.
Nobilis shall have no liability to any ▇▇▇▇▇ Seller for any disputes arising out of or related to the amount or number of Settlement Shares such ▇▇▇▇▇ Seller receives or is entitled to receive, including, without limitation, any disputes related to the proportion of Withheld Shares attributable to such ▇▇▇▇▇ Seller.
Nobilis covenants to complete all required listing applications of the NYSE MKT and the TSX no later than August 31, 2015 and respond diligently to all requests of the NYSE MKT and TSX in connection therewith.
Nobilis further covenants that certificates representing the Settlement Shares will not contain any restrictive legends other than those required by the Securities Act or the TSX.