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. 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.
(b) Each of Stockholder and the Company hereby agrees with Purchaser that, unless its respective Supervisory Board or Board of Management concludes in good faith and on the basis of advice from outside counsel that to do so would constitute a breach of its fiduciary duties under applicable Law or will violate any other applicable Law, it shall take, conditioned on the Minimum Condition having been satisfied (but not waived) and effective no earlier than the consummation of the Offer, all actions reasonably necessary or desirable to accomplish the corporate reorganizations referred to in Section 2.1(a), including, without limitation, (i) the convening of the necessary meetings of the shareholders, Board of Management and Supervisory Board of the Company, (ii) the casting of the votes attached to the shares of Stockholder in favor of any proposal of the Company that purports to effectuate any of such corporate reorganizations, (iii) the consideration of any and all necessary or desirable resolutions by the Board of Management or the Supervisory Board of the Company for the purpose of the corporate reorganizations and (iv) the execution of any and all rea...
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. 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:
(a) the fact that having a single shareholder and operating without a public listing increases the Group's and the Buyer's ability to achieve the goals of the Transactions and implement the actions of its strategy and reduces the Group's costs;
(b) the ability of the Company and the Buyer to terminate the listing of the Company Shares from the NYSE and the Frankfurt Stock Exchange, and all resulting cost savings therefrom; and
(c) the ability to achieve an efficient capital structure (both from a tax and financing perspective), which would, amongst others, facilitate intercompany transactions and dividend distributions.
7.3.2 In light of the above and the fact that the Buyer's willingness to pay the Offer Consideration and pursue the Transactions is predicated on the acquisition of 100% of the Company Shares or the entirety of the Company's assets and operations and the willingness of the Buyer to have an Acceptance Threshold of less than 95%, the Company expresses an interest in and its support for the Merger and Liquidation or Asset Sale and Liquidation (as applicable) and the Top Up Option as contemplated in clause 7.3.3 and the Post-Closing Measures as contemplated in clause 7.7.
7.3.3 The Top Up Option shall be exercisable immediately once, in whole or in part upon and promptly following Settlement, and subject to the Back-End Resolution having been adopted. The Top Up Option shall terminate on the second Business Day after the Settlement Date. In the event that the Offeror Top Up Affiliate wishes to exercise the Top Up Option, it shall so notify the Company in writing (the "Top Up Option Exercise Notice"), and shall set forth in such Top Up Option Exercise Notice the number of Company Ordinary Shares for which the Offeror Top Up Affiliate exercises the Top Up Option and subscribes for. Upon receipt of the Top Up Option Exercise Notice, the Company shall immediately, and in any event on the Settlement Date, issue the relevant number of Company Ordinary Shares to the Offeror Top Up Affiliate. At the Subsequent EGM, the Offeror Top Up Affiliate shall not vote on the Company Ordinary Shares it acquired through exercise of th...
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. 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. 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).
Post-Closing Restructuring. At any time after the date hereof, AFAM may request the Company to distribute the Company’s ownership interest in one or more of the AF-CH-HH Subsidiaries to (i) the appropriate CHS Affiliate that operates a hospital in the same geographic region as the given AF-CH-HH Subsidiary and (ii) AFAM or a designated AFAM Affiliate in a manner consistent with the then applicable and respective indirect interests of CHS and AFAM in such AF-CH-HH Subsidiary(ies) (the “AFAM Request”). In the event that CHS objects to the AFAM Request, the Members will engage in the dispute resolution process set forth in Sections 12.4(a) and (b) through the Board of Directors and the Members' CEOs (or their designees). But if the CEOs (or their designees) are unable to resolve the dispute, then notwithstanding anything else in this Agreement to the contrary, as soon as is reasonably practicable, but in any event not less than one hundred twenty (120) days after receipt of the AFAM Request, the Company, CHS and AFAM shall complete the distributions of the ownership interests in the AF-CH-HH Subsidiary(ies) as set forth in the AFAM Request, except as otherwise prohibited by law. For each such joint venture created through the transactions set forth in this Section 17.19, the parties shall enter into a limited liability company agreement on substantially the same terms as this Agreement and a management agreement, affiliation agreement, cash management agreement and license agreement with the same material terms as the current Management Agreement, Affiliation Agreement, Cash Management Agreement and License Agreement that are each referenced in this Agreement or the Purchase Agreement.
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, the Bylaws attached hereto as Exhibit A shall be the Bylaws of the surviving entity in such short-form merger until thereafter amended in accordance with Nevada Law.
