Post-Closing Restructuring. The Buyer and the Seller contemplate that on any date to be determined by the Buyer after the Closing Date (i) a tax consolidated group including the Company (as the head of the tax group), SC Spitfire Finance, Pallinvest SAS, Vantage Finance SAS and Palladium shall be established and/or (ii) all or part of these companies shall be merged, converted into another corporate form or otherwise reorganized, in one or several operations, as decided by the Buyer. The Seller, as Président of the Company (including acting in the Company’s capacity as Président or Gérant of the Company’s Subsidiaries) and shareholder of the Company, shall cooperate promptly and fully with the Buyer, the Company and the Subsidiaries, including by voting any decisions, executing any necessary documents and taking any other necessary or desirable actions, to carry out any such restructuring transactions at the request of the Buyer.
Post-Closing Restructuring. 7.3.1 Taking account of the strategic and business rationale of the Offer, the Company acknowledges that the terms of the Offer are predicated on, and the importance for the Buyer to achieve, the acquisition of 100% of the Company Shares or the entirety of the Company's assets and operations. This importance is based, inter alia, on:
Post-Closing Restructuring. As promptly as practicable after the Effective Time, the Surviving Corporation shall merge with and into a Delaware limited liability company wholly owned by Parent (the “LLC”), in accordance with the provisions of the NJBCA and the Delaware Limited Liability Act, as amended (the “DELLC Act”), and with the effects provided in the NJBCA and the DELLC Act. At the effective time of such merger, the separate corporate existence of the Surviving Corporation shall cease, and the LLC shall continue as the surviving entity in such merger (the “Surviving Entity”) and shall be a wholly owned Subsidiary of Parent and shall governed by the Laws of the State of Delaware. From and after the effective time of such merger, the Surviving Entity shall possess all properties, rights, privileges, powers and franchises of the Surviving Corporation, and all of the claims, obligations, liabilities, debts and duties of the Surviving Corporation and the LLC shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity.
Post-Closing Restructuring. The Seller Parties shall use their reasonable best efforts to cause to occur the declaration of a dividend by Seller Parent to Seller Parent Shareholders consisting of the Cash Purchase Price and the Equity Consideration (or the proceeds of sale thereof as contemplated in the Sell-Down Registration Rights Agreement), in each case as required by the terms described in the Circular and pursuant to Applicable Law.
Post-Closing Restructuring. (a) Purchaser intends, simultaneously with or as soon as possible after the Closing, to effectuate a corporate reorganization of the Company and its subsidiaries, which may include, without limitation, (i) the sale and transfer by the Company, or any of its subsidiaries, to Purchaser, or any affiliates of Purchaser, of all or a portion of the assets of the Company or its Subsidiaries, (ii) the amendment of the Articles of Association of the Company to permit the creation, among other things, of separate classes of shares, (iii) the distribution of an extraordinary dividend on the shares of the Company or a particular class or classes of shares of the Company, (iv) the commencement of a compulsory acquisition by Purchaser of shares of the Company from any remaining minority shareholder in accordance with Section 2:92a of the Dutch Civil Code (the "DCC") and (v) the effectuation by the Company and one or more Dutch Subsidiaries of Purchaser of a legal merger within the meaning of Section 2:309 of the DCC; provided, that the merger consideration shall, if the legal merger referred to in clause (v) above occurs within six months after Closing, provide equivalent value (taking into account the liquidity of any securities issued and the other aspects of the valuation of such securities) as the Offer Consideration.
Post-Closing Restructuring. On the Closing Date, if requested by Aon to facilitate the Special Dividend and subject to obtaining any required regulatory approvals in connection therewith, Buyer shall, immediately following the Closing, cause the Company to distribute to Buyer all of the capital stock of each of the Subsidiaries set forth on Schedule 8.8. For the avoidance of doubt, Buyer acknowledges and agrees that any portion of the Special Dividend not paid to Aon as contemplated by Section 7.6 shall be taken into account for purposes of the calculation of the Closing Date Net Worth.
Post-Closing Restructuring. (a) CCOC, DCMH and Buyer shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all appropriate actions and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper and/or advisable to obtain the FCA Approval and, once the FCA Approval has been obtained, effect the contribution of the DCMH UK Advisers Entities into Digital Colony Management, LLC (the “Post-Closing Restructuring”) as soon as practicable, and in any event within 45 days of obtaining the FCA Approval. In the event any of the transactions set forth in the Post-Closing Restructuring are not able to be completed due to the failure to receive the FCA Approval, the Parties hereto shall cooperate and use their reasonable best efforts to agree to undergo alternate transactions to accomplish the same economic effects as such unsuccessful transaction. During any time as the Post-Closing Restructuring has not been completed, CCOC and DCMH shall, subject to applicable Law, take all such actions necessary to ensure that distributions of NFRE allocable to the DCMH UK Adviser Entities shall be contributed to Digital Colony Management, LLC or a Subsidiary of Digital Colony Management, LLC in the manner and in the time periods necessary to give effect to the provisions of the A&R DCMH Agreement.
Post-Closing Restructuring. As soon as practicable after the Closing, Parent and Cardo shall cause (a) a merger between Cardo and Accelerated Innovation with Cardo as the surviving entity in such merger, (b) following the merger of Cardo and Accelerated Innovation, the conversion of Cardo, as the surviving entity in such merger, into a Delaware limited liability company, (c) following the conversion of Cardo, a merger between Cervical Xpand and a Cardo wholly-owned subsidiary formed in Delaware (“Delaware Xpand LLC”), with Delaware Xpand LLC as the surviving entity in such merger and (d) a merger between Uni-Knee and a Cardo wholly-owned subsidiary formed in Delaware (“Delaware Uni-Knee LLC”), with Delaware Uni-Knee LLC as the surviving entity in such merger. Parent and Cardo hereby agree to vote all of the equity interests of Cardo and Accelerated Innovation, respectively, as may be necessary to effect such merger, and to cause the equity interests of Uni-Knee, Delaware Uni-Knee LLC, Cervical Xpand and Delaware Cervical Xpand LLC to be voted to effect such mergers, and to take and do all other all reasonable actions and things to effect such mergers. 6.18 Cardo Member Consent, Accredited Investor Information and Members’ Representative. Simultaneously with the execution of this Agreement, each of the Cardo Members has delivered to Parent (a) its written consent to this Merger Agreement and the transactions contemplated hereby as required pursuant to applicable Law, (b) an investor representation letter to Parent substantially in the form of Exhibit E (each, an “Investor Letter”) and (c) an agreement appointing Xxxxxx Xxxxxx, M.D. and Xxxxxxx (“Xxxx”) Kvitnitsky to act as the representatives of such Cardo Member in all matters relating to this Agreement and the Escrow Agreement (the “Members’ Representatives”), including all matters relating to indemnification hereunder and the handling of the Cardo Escrowed Securities. 6.19
Post-Closing Restructuring. Immediately after the Effective Time, Parent shall cause the Surviving Entity to be merged with and into Parent, with Parent as the surviving entity in such short-form merger. In connection therewith, Parent shall change its name to C$ cMoney, Inc., and the Bylaws of the Surviving Entity shall be the Bylaws of the surviving entity in such short-form merger until thereafter amended in accordance with Nevada Law.
Post-Closing Restructuring. Unless the parties mutually agree otherwise, immediately following the Effective Time on the Closing Date, the parties shall cause Quintiles Transnational Corp., a North Carolina corporation (the “Quintiles OpCo”), to merge (the “OpCo Merger”) with and into IMS Heath Incorporated, a Delaware corporation (the “IMS Health OpCo”). In connection with the OpCo Merger, (i) all of the outstanding capital stock of the Quintiles OpCo shall be cancelled and shall cease to exist, (ii) all of the outstanding capital stock of IMS Health OpCo shall remain outstanding and (iii) the separate corporate existence of the Quintiles OpCo shall cease to exist and the IMS Health OpCo shall continue as the surviving corporation. For federal income tax purposes, the parties intend that (i) the OpCo Merger qualify as a reorganization under the provisions of Section 368(a) of the Code, and (ii) this Agreement constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g).
