SECRETARY'S CERTIFICATE OF ARDENT HEALTHCARE HOLDINGS INC.
April 18, 2025
I, Audrey Sato, hereby certify that I am the duly elected, qualified, and acting Secretary of Ardent Healthcare Holdings Inc., a Delaware corporation (the "Company"), and that this Secretary's Certificate is being delivered as of April 18, 2025, in connection with the closing of the transactions contemplated by that certain Stock Purchase Agreement, dated as of February 10, 2025 (the "Purchase Agreement"), by and among the Company, the Sellers named therein, and MedVance Health Systems, Inc.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
Acting in my capacity as Secretary of the Company, and not in my individual capacity, and having reviewed the corporate records of the Company and made such inquiries as I have deemed necessary and appropriate for purposes of this certificate, I hereby further certify, in the name and on behalf of the Company, as follows:
1. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on January 8, 2025, under DE File No. 7201548, together with all amendments thereto through the date hereof.
The Certificate of Incorporation attached as Exhibit A has not been amended, supplemented, modified, rescinded, or repealed except as reflected in such exhibit, and the same is in full force and effect as of the date hereof. No proceedings for the amendment, merger, consolidation, dissolution, or liquidation of the Company are pending or, to my knowledge after due inquiry, contemplated.
2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as adopted by the Board of Directors of the Company on January 8, 2025, together with all amendments thereto through the date hereof.
Such Bylaws have not been amended, modified, rescinded, revoked, or otherwise altered since their adoption and remain in full force and effect as of the date hereof.
3. Good Standing
Attached hereto as Exhibit C is a certificate of good standing, or equivalent certificate of status, of the Company issued by the Secretary of State of the State of Delaware, dated not more than five (5) business days prior to the date hereof.
The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware as of the date hereof.
4. Board Resolutions
Attached hereto as Exhibit D is a true, correct, and complete copy of (a) the unanimous written consent of the Board of Directors of the Company adopted effective as of February 9, 2025, and (b) the supplemental resolutions adopted effective as of April 16, 2025 (collectively, the "Resolutions").
The Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors or by the sole stockholder of the Company with respect to the transactions contemplated by the Purchase Agreement that would modify, supersede, limit, or otherwise affect the Resolutions.
5. Incumbency
The persons named below are, and at all relevant times have been, the duly elected or appointed, qualified, and acting officers and directors of the Company, holding the offices set forth opposite their respective names as of the date hereof, and the signatures appearing opposite their respective names below are their genuine signatures:
I further certify that each of the foregoing officers of the Company is authorized, individually and acting alone, to execute and deliver the Purchase Agreement and each of the Transaction Documents to which the Company is a party, and to take any and all actions contemplated thereby or reasonably related thereto on behalf of the Company.
6. Sole Stockholder
As of the date hereof, Ardent Capital Partners III LP, a Delaware limited partnership, is the sole stockholder of the Company and is the record and beneficial owner of one hundred percent (100%) of the issued and outstanding capital stock of the Company.
7. No Proceedings
No petition or proceeding has been filed or commenced seeking the dissolution, liquidation, insolvency, bankruptcy, reorganization, or similar relief with respect to the Company under any applicable law, and no such action has been authorized by the Board of Directors or the sole stockholder of the Company.
Closing Statement
This Certificate is being delivered pursuant to Section 7.2(c) of the Purchase Agreement as a condition to the obligations of the Sellers at the Closing.
The undersigned is executing this Certificate solely in her capacity as Secretary of the Company and not in her individual capacity, and no recourse shall be had against the undersigned personally by reason of the execution or delivery of this Certificate or any statement contained herein. This Certificate may be relied upon by the parties to the Purchase Agreement and their respective counsel in connection with the Closing of the transactions contemplated thereby.
Execution Block
ARDENT HEALTHCARE HOLDINGS INC.
By: ________
Name: Audrey Sato
Title: Secretary
Date: April 18, 2025
Acknowledged and confirmed solely for purposes of certifying the incumbency of the Secretary and the genuineness of her signature:
ARDENT HEALTHCARE HOLDINGS INC.
By: ________
Name: Graham Whitfield
Title: President and Director
Date: April 18, 2025
EXHIBIT A
CERTIFICATE OF INCORPORATION OF ARDENT HEALTHCARE HOLDINGS INC.
Filed with the Secretary of State of the State of Delaware on January 8, 2025 DE File No. 7201548
The following is a true, correct, and complete copy of the Certificate of Incorporation of Ardent Healthcare Holdings Inc., as filed with the Secretary of State of the State of Delaware on January 8, 2025, including all pages bearing the filing information of the Delaware Secretary of State.
CERTIFICATE OF INCORPORATION OF ARDENT HEALTHCARE HOLDINGS INC.
The undersigned, being the incorporator for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware (the "DGCL"), hereby certifies as follows:
FIRST: Name. The name of the corporation is Ardent Healthcare Holdings Inc. (the "Corporation").
SECOND: Registered Office and Registered Agent
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent of the Corporation at such address is Capitol Statutory Agents Inc.
THIRD: Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
FOURTH: Authorized Capital Stock
The total number of shares of capital stock that the Corporation shall have authority to issue is 10,000 shares, consisting of:
1. 9,000 shares of Common Stock, par value $0.01 per share; and
2. 1,000 shares of Preferred Stock, par value $0.01 per share.
The Board of Directors of the Corporation is hereby expressly authorized, subject to any limitations prescribed by law and the provisions of this Certificate of Incorporation, to provide for the issuance of all or any shares of Preferred Stock in one or more series, and to fix by resolution or resolutions the voting powers, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, of each such series.
FIFTH: Incorporator. The name and mailing address of the incorporator is as follows:
Jordan P. Ellison Calderwood & Harkness LLP 280 Park Avenue New York, New York 10017
SIXTH: Limitation of Director Liability
To the fullest extent permitted by the DGCL as the same now exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Any repeal or modification of this Article Sixth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
SEVENTH: Indemnification. The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as the same now exists or may hereafter be amended, indemnify any and all persons whom it shall have power to indemnify under such section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by such section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
The Corporation is further authorized to advance expenses to such persons to the fullest extent permitted by law.
EIGHTH: Board Power to Amend Bylaws
In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation.
NINTH: Duration. The Corporation shall have perpetual existence.
IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation on January 8, 2025.
________________________________________
Jordan P. Ellison, Incorporator
State of Delaware Secretary of State Division of Corporations Filed 10:14 AM 01/08/2025 DE File Number: 7201548 Authentication available from the Secretary of State
EXHIBIT B
BYLAWS OF ARDENT HEALTHCARE HOLDINGS INC.
These Bylaws of Ardent Healthcare Holdings Inc., a Delaware corporation (the "Corporation"), are adopted effective as of January 8, 2025.
ARTICLE I
OFFICES
Section 1. Principal Office
The principal executive office of the Corporation shall be located at such place, within or outside the State of Delaware, as the Board of Directors may from time to time designate.
Section 2. Registered Office
The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent at such address shall be Capitol Statutory Agents Inc., unless otherwise determined by resolution of the Board of Directors and reflected in the Corporation's filings with the Secretary of State of the State of Delaware.
Section 3. Other Offices
The Corporation may maintain such other offices and places of business, within or outside the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings
An annual meeting of stockholders shall be held on such date and at such time as shall be designated by the Board of Directors for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.
Section 2. Special Meetings
Special meetings of the stockholders may be called at any time by the President, the Board of Directors, or the holders of not less than a majority of all shares entitled to vote at the proposed meeting, unless otherwise provided by law or the Certificate of Incorporation.
Section 3. Place of Meetings
Meetings of stockholders shall be held at such place, if any, within or outside the State of Delaware, as may be designated by the Board of Directors and stated in the notice of meeting. The Board of Directors may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication to the extent permitted by law.
Section 4. Notice of Meetings
Written notice of each meeting of stockholders shall be given in accordance with applicable law not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote thereat.
Section 5. Quorum
Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the shares entitled to vote, present in person, by remote communication if authorized, or represented by proxy, shall constitute a quorum at any meeting of stockholders.
Section 6. Voting
Each stockholder shall be entitled to one vote for each share of capital stock held of record by such stockholder, except as otherwise provided by law or the Certificate of Incorporation. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, any matter brought before a meeting of stockholders shall be decided by the affirmative vote of the holders of a majority of the shares present in person, by remote communication if authorized, or represented by proxy at the meeting and entitled to vote thereon.
Section 7. Proxies
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in the manner permitted by applicable law.
Section 8. Action Without a Meeting
Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, or by electronic transmission to the extent permitted by law, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting.
Section 9. Record Date
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or allotment of any rights, or for any other proper purpose, the Board of Directors may fix a record date in accordance with the DGCL.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by law or the Certificate of Incorporation.
Section 2. Number and Qualification
The number of directors constituting the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or the sole stockholder. Directors need not be stockholders of the Corporation unless so required by the Certificate of Incorporation.
Section 3. Election and Term
Directors shall be elected by the stockholders or, where permitted, appointed by the sole stockholder, and each director shall hold office until such director's successor has been duly elected and qualified or until such director's earlier death, resignation, or removal.
Section 4. Removal
Any director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as otherwise provided by law or the Certificate of Incorporation.
Section 5. Vacancies
Any vacancy occurring on the Board of Directors, including any vacancy resulting from an increase in the authorized number of directors, may be filled by a majority of the remaining directors then in office, though less than a quorum, or by the sole remaining director, unless otherwise required by law.
Section 6. Regular Meetings
Regular meetings of the Board of Directors may be held without notice at such times and places as shall from time to time be determined by the Board of Directors.
Section 7. Special Meetings
Special meetings of the Board of Directors may be called by the President or by any director. Notice of the time and place of special meetings shall be given to each director at least twenty-four (24) hours prior thereto, either personally, by telephone, electronic transmission, or other lawful means.
Section 8. Quorum and Voting
A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater vote is required by law, the Certificate of Incorporation, or these Bylaws.
Section 9. Action Without a Meeting
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors.
Section 10. Participation by Communications Equipment
Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.
Section 11. Committees
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation, to the extent permitted by law and subject to such powers and limitations as the Board of Directors may prescribe.
ARTICLE IV
OFFICERS
Section 1. Officers
The officers of the Corporation shall be elected by the Board of Directors and may include a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers and assistant officers as the Board of Directors may deem necessary or advisable. Any two or more offices may be held by the same person, except where prohibited by law.
Section 2. Removal and Resignation
Any officer may be removed by the Board of Directors with or without cause. Any officer may resign at any time upon notice to the Corporation.
Section 3. President
The President shall be the chief executive officer of the Corporation unless the Board of Directors otherwise provides, shall have general supervision over the business and affairs of the Corporation, and shall perform all duties incident to the office of President and such other duties as may from time to time be assigned by the Board of Directors.
Section 4. Vice Presidents
Each Vice President shall have such powers and perform such duties as may be assigned by the Board of Directors or the President. In the absence or disability of the President, the Vice Presidents in the order designated by the Board of Directors, or if no such designation is made, as determined by the Board of Directors, shall perform the duties of the President.
Section 5. Secretary
The Secretary shall keep or cause to be kept the minutes of all meetings and actions by written consent of the stockholders and the Board of Directors, shall give all notices required by law and these Bylaws, shall have custody of the corporate records and seal, if any, and shall perform such other duties as may be assigned by the Board of Directors or the President.
Section 6. Treasurer
The Treasurer shall have custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements, shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall perform such other duties as may be assigned by the Board of Directors or the President.
ARTICLE V
INDEMNIFICATION AND ADVANCEMENT
Section 1. Right to Indemnification
The Corporation shall indemnify, to the fullest extent permitted by the DGCL, any person who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation in any capacity for another entity, against all expense, liability, and loss reasonably incurred by such person in connection therewith.
Section 2. Advancement of Expenses
The Corporation shall, to the fullest extent not prohibited by law, pay the expenses incurred by a director or officer in defending any proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance shall be made only upon receipt of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified.
Section 3. Non-Exclusivity
The rights to indemnification and advancement of expenses provided by this Article shall not be exclusive of any other rights to which any person may now or hereafter be entitled under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.
Section 4. Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against and incurred by such person in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL.
ARTICLE VI
STOCK CERTIFICATES AND TRANSFERS
Section 1. Certificates
The shares of the Corporation may be certificated or uncertificated, as provided under the DGCL. If certificated, certificates shall be in such form as approved by the Board of Directors and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer.
Section 2. Transfers
Shares of stock shall be transferable on the books of the Corporation in accordance with applicable law and such procedures as may be established by the Board of Directors.
Section 3. Lost Certificates
The Corporation may issue a new certificate or uncertificated replacement for shares alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the furnishing of an affidavit and indemnity bond.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Fiscal Year
The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 2. Corporate Seal
The Corporation may adopt a corporate seal in such form as the Board of Directors may determine. The absence of a corporate seal on any instrument shall not affect its validity.
Section 3. Waiver of Notice
Whenever notice is required to be given under the DGCL, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, or a waiver by electronic transmission to the extent permitted by law, whether before or after the time stated therein, shall be deemed equivalent to notice.
Section 4. Amendments
These Bylaws may be adopted, amended, altered, or repealed by the Board of Directors or by the stockholders to the extent permitted by the Certificate of Incorporation, these Bylaws, and the DGCL.
Adopted by the Board of Directors of Ardent Healthcare Holdings Inc. effective as of January 8, 2025.
________________________________________
Audrey Sato Secretary
EXHIBIT C
CERTIFICATE OF GOOD STANDING
State of Delaware Secretary of State Division of Corporations Certificate of Status
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT "ARDENT HEALTHCARE HOLDINGS INC." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SIXTEENTH DAY OF APRIL, A.D. 2025.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL FRANCHISE TAXES HAVE BEEN ASSESSED TO DATE AND ALL TAXES DUE TO THE STATE OF DELAWARE HAVE BEEN PAID.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "ARDENT HEALTHCARE HOLDINGS INC." WAS INCORPORATED ON THE EIGHTH DAY OF JANUARY, A.D. 2025.
AND I DO HEREBY FURTHER CERTIFY THAT THE FILE NUMBER OF THE SAID CORPORATION IS 7201548.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND OFFICIAL SEAL, AT DOVER, THIS SIXTEENTH DAY OF APRIL, A.D. 2025.
________________________________________
Jeffrey W. Bullock Secretary of State
Authentication: Available through the Delaware Division of Corporations Entity File No.: 7201548
EXHIBIT D
RESOLUTIONS OF THE BOARD OF DIRECTORS OF ARDENT HEALTHCARE HOLDINGS INC.
Part 1 — Unanimous Written Consent of the Board of Directors
Effective as of February 9, 2025
The undersigned, being all of the members of the Board of Directors of Ardent Healthcare Holdings Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company, hereby adopt the following resolutions by unanimous written consent effective as of February 9, 2025:
Recitals. WHEREAS, the Board of Directors has reviewed and considered the proposed acquisition by the Company of one hundred percent (100%) of the outstanding capital stock of MedVance Health Systems, Inc. (EIN 62-7083149), a Delaware corporation with its principal executive offices located at 4200 West End Avenue, Suite 1100, Nashville, Tennessee 37205 ("MedVance"), from the sellers identified in the Stock Purchase Agreement (the "Sellers");
WHEREAS, the aggregate purchase price for such acquisition will be $620,000,000, subject to the adjustments and terms set forth in the Purchase Agreement, and the proposed acquisition is to be financed through a combination of debt financing, equity contribution, escrow arrangements, and related ancillary transactions;
WHEREAS, the Board of Directors has been advised of the material terms of the proposed Stock Purchase Agreement, the related financing arrangements, the proposed escrow arrangements, the contemplated management rollover arrangements, the proposed representations and warranties insurance policy, and the regulatory approvals and other closing conditions required in connection therewith; and
WHEREAS, the Board of Directors has determined that it is advisable and in the best interests of the Company to enter into and perform its obligations under the Purchase Agreement and the other Transaction Documents and to consummate the transactions contemplated thereby.
Resolutions. NOW, THEREFORE, BE IT:
1. Approval of the Purchase Agreement. RESOLVED, that the entry by the Company into that certain Stock Purchase Agreement, dated as of February 10, 2025, by and among the Company, the Sellers named therein, and MedVance Health Systems, Inc., substantially in the form presented to the Board of Directors, together with all schedules, exhibits, annexes, and ancillary agreements contemplated thereby, be, and hereby is, authorized, approved, and adopted in all respects;
2. Financing Arrangements. RESOLVED, that the Company be, and hereby is, authorized to enter into a Credit Agreement with Ridgeline National Bank, N.A., as Administrative Agent, and Pinnacle Commercial Credit Corp., as co-lender, reference number RNB-HC-2025-0418, providing for (a) a $340,000,000 Term Loan B facility bearing interest at SOFR plus 425 basis points and (b) a $50,000,000 revolving credit facility bearing interest at SOFR plus 375 basis points, together with all related promissory notes, security agreements, pledge agreements, guaranty agreements, fee letters, payoff letters, certificates, notices, and other ancillary loan documents, on such terms as the authorized officers may approve;
3. Equity Contribution. RESOLVED, that the Board of Directors hereby acknowledges and approves the equity contribution to the Company in an aggregate amount of $290,000,000 from Ardent Capital Partners III LP (EIN 87-3541982), on such terms as may be set forth in the applicable equity commitment, contribution documentation, and related transaction materials;
4. Escrow Agreement. RESOLVED, that the entry by the Company into an Escrow Agreement with Continental Fiduciary Trust Company, as escrow agent, relating to Escrow Account No. CFT-ESC-2025-00327, pursuant to which $49,600,000 of the Purchase Price shall be deposited into escrow in accordance with the terms of the Purchase Agreement, be, and hereby is, authorized and approved;
5. Representations and Warranties Insurance. RESOLVED, that the binding, purchase, and maintenance by the Company of that certain representations and warranties insurance policy issued or to be issued by Northbridge Specialty Insurance Company, Policy No. NSI-POLI-2025-04418, with a policy limit of $62,000,000 and a retention amount of $6,200,000, be, and hereby are, authorized and approved;
6. Transaction Documents. RESOLVED, that the Company be, and hereby is, authorized to execute, deliver, and perform all Transaction Documents, including without limitation the Purchase Agreement, the Escrow Agreement, the Credit Agreement, the Management Rollover Agreements, any transition services arrangements, and each certificate, instrument, notice, agreement, and other document contemplated by any of the foregoing or required in connection with the Closing;
7. Authorized Officers. RESOLVED, that any one of Graham Whitfield, as President, Priya Ranganathan, as Vice President, or Thomas Kearney, as Vice President (each, an "Authorized Officer"), be, and each of them hereby is, acting individually and without the joinder of any other officer, authorized and empowered in the name and on behalf of the Company to negotiate, finalize, execute, and deliver the Purchase Agreement and each of the Transaction Documents to which the Company is or will be a party, with such changes, modifications, additions, or deletions thereto as the Authorized Officer executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof;
8. Payment of Purchase Price. RESOLVED, that each Authorized Officer be, and hereby is, authorized and directed, in the name and on behalf of the Company, to cause the payment of the Purchase Price, less the Escrow Amount and any other applicable adjustments provided in the Purchase Agreement, in accordance with the funds flow memorandum delivered in connection with the Closing, including, without limitation, the repayment of existing indebtedness of MedVance in the amount of $41,300,000 owed to Granton Savings Bank, N.A.;
9. Payment of Fees and Expenses. RESOLVED, that each Authorized Officer be, and hereby is, authorized and directed to pay, or cause to be paid, all fees and expenses incurred in connection with the transactions contemplated by the Purchase Agreement, including without limitation (a) advisory fees to Hargrove Bancroft & Co. in the amount of $4,650,000, (b) legal fees and disbursements to Calderwood & Harkness LLP, estimated at $3,800,000, (c) accounting and transaction advisory fees to Blackwell Thornton LLP, (d) insurance premiums, and (e) all other fees, costs, and expenses necessary or advisable in connection with the Transaction;
10. HSR Compliance. RESOLVED, that the filing made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, identified as Filing Reference No. HSR-2024-7231 and filed on December 18, 2024, together with all acts taken in connection therewith, be, and hereby are, ratified, approved, and confirmed, and that the Board of Directors hereby acknowledges the grant of early termination on January 22, 2025;
11. Regulatory Approvals. RESOLVED, that each Authorized Officer be, and hereby is, authorized and directed, in the name and on behalf of the Company, to prepare, execute, file, submit, and deliver all applications, notices, reports, certificates, and other documents, and to take all such further action as may be necessary or desirable, to obtain all required state healthcare licensure transfer approvals and related governmental consents in the States of Tennessee, Alabama, Georgia, and Kentucky;