FR EA

Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / hsr-clearance-certificate.docx
hsr-clearance-certificate.docx
1001-00001 · 7 clauses
High · 0 Medium · 2 Standard · 1
Section 1. Identity and Authority of Certifying Officer
Section 1. Identity and Authority of Certifying Officer The undersigned, Julian Desmond, hereby certifies that he is a Co-Founder and Managing Partner of Ardent Capital Management LLC, a Delaware limited liability company (EIN: 84-5567312), with its principal offices located at 399 Park Avenue, 41st Floor, New York, New York 10022. Ardent Capital Management LLC is the sole member of Ardent Capital GP III LLC, a Delaw
Section 2. Description of the Transaction
Section 2. Description of the Transaction The EPA contemplates the acquisition by Ardent Capital Partners III LP of one hundred percent (100%) of the outstanding equity interests, consisting of all issued and outstanding shares of capital stock, of Pinnacle Health Systems, Inc. (the "Transaction"). Pinnacle Health Systems, Inc. is a corporation organized and existing under the laws of the State of Delaware (EIN: 56-4
Section 3. HSR Filing and Notification Standard
⚑ Commercial term
Section 3. HSR Filing and Notification On February 16, 2024, in accordance with the requirements of the HSR Act and the rules promulgated thereunder, each of the Buyer and the Company filed its respective Notification and Report Form (the "HSR Filings") with the FTC and the Antitrust Division of the United States Department of Justice (the "DOJ"). The FTC assigned Transaction Number 20241487 to the HSR Filings. The a
Section 4. Certification of Early Termination Medium
⚑ Notice / time limit to track
Section 4. Certification of Early Termination The undersigned hereby certifies, to the best of his knowledge, information, and belief, each of the following: (a) Grant of Early Termination. The FTC granted early termination of the waiting period applicable to the Transaction on March 8, 2024, pursuant to Early Termination Notice No. 20240683, a true and correct copy of which is attached hereto as Exhibit A and incorp
Section 5. Satisfaction of Section 6.1(c) Closing Condition
Section 5. Satisfaction of Section 6.1(c) Closing Condition Based on the foregoing certifications, the undersigned hereby certifies that the condition to the Closing set forth in Section 6.1(c) of the EPA — which provides, in relevant part, that "[t]he applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated" — has been fully and unconditionally satisfied as of the
Section 6. Reliance and Disclaimer
Section 6. Reliance and Disclaimer This Certificate is being delivered solely for purposes of satisfying the condition to Closing set forth in Section 6.1(c) of the EPA and shall not be deemed to constitute a representation, warranty, or certification for any other purpose. This Certificate may be relied upon by (a) each of the Parties to the EPA, (b) their respective legal counsel, (c) any title company, escrow agen
Section 7. Governing Law Medium
⚑ Forum / governing law
Section 7. Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with Section 9.8 of the EPA. IN WITNESS WHERE