- 19 - 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 StockPage: Previous 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Next
Last modified: May 25, 2011