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shall occur to the extent possible as promptly as
practicable following the Closing.
(d) Buyer hereby acknowledges that Parent shall
remain a guarantor pursuant to certain of the debt set forth
on Schedule 4.10(b). Buyer hereby indemnifies and holds
Parent harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits, proceedings, costs, expenses and disbursements of any
kind or nature which may be imposed on or incurred by, or
asserted against, Parent and in any way relating to or
arising out of Parent's guaranty of such obligations."
Pursuant to Schedule 1.02(a) of the Amended Agreement,
5,200,000 shares of class A preferred stock, with a liquidation
value of $50 per share, for a total amount of $260 million, and 4
million shares of class B preferred stock, with a liquidation
value of $50 per share, for a total amount of $200 million, were
to be issued to HCAII as part of the reorganization. Pursuant to
Schedule 1.02(b) of the Amended Agreement, HealthTrust would
issue to HCAII 17,741,379 Common Stock Warrants, each
transferable and exercisable by the holder to purchase one share
of HealthTrust Common Stock. HealthTrust was required to file at
its expense a registration statement with the Securities and
Exchange Commission (SEC) as soon as practicable after the
closing of the Acquisition and to use its best efforts to take
all actions necessary to permit public resale of the Securities.
Hereinafter, we shall refer to the Original Agreement as
supplemented and amended by the Amended Agreement as the
Reorganization Agreement.
The Preferred Stock
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