Common use of Preliminary Purchase Consideration Clause in Contracts

Preliminary Purchase Consideration. The fair value of the merger consideration, or the purchase price, in the unaudited pro forma financial information is estimated to be approximately $4.2 billion. This amount was derived based on the 187.3 million shares of Envision common stock, the Exchange Ratio and a per share price of $65.06, which represents the closing price of AmSurg common stock on October 24, 2016 as well as the estimated fair value of $171.1 million related to equity awards held by employees of Envision that will be exchanged for Newco equity awards. The actual number of Newco shares of common stock issued to Envision stockholders upon the completion of the Mergers will be based on the actual number of shares of Envision common stock issued and outstanding when the Mergers close, and the valuation of those shares will be based on the per share price of AmSurg common stock at that time. Envision equity awards held by current employees and certain members of the Envision Board will be converted into Newco equity awards after giving effect to the Exchange Ratio. The terms of these awards, including vesting provisions, will be substantially consistent to those of the historical Envision equity awards. The fair value of the vested Envision equity awards will be considered part of the purchase price. Accordingly, the purchase price includes estimated fair values for Envision equity awards of approximately $171.1 million. The following table presents the preliminary purchase price as if the Mergers had closed on September 30, 2016 (in thousands, except per share data): Total outstanding shares of Envision common stock as of October 24, 2016 187,313 Exchange ratio 0.334 Shares of Newco to be issued 62,563 Fair value of Newco common stock to be issued (1) $ 4,070,349 Fair value of Envision equity awards (2) 171,076 Preliminary estimated aggregate merger consideration $ 4,241,425