Common use of Post-Closing Restructuring Clause in Contracts

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 reasonably requested documents, agreements or deeds that are necessary or desirable to effectuate any of the corporate reorganizations and the filing or registration of any or all of such documents, agreements or deeds with the appropriate authorities or agencies. In addition, at the request of Purchaser, each of Stockholder and the Company hereby agrees to take any and all other actions that are required or desirable to accomplish the corporate reorganization of the Company and its Subsidiaries, so long as such actions are reasonable in 19 12 such party's judgment based on the relative detriment to such party of taking such action and the relative benefit to Purchaser from such action; provided, that in the case of an action detrimental to the Company or Stockholder (as determined in the good faith judgment of the applicable party), such action shall not be effective prior to the Closing Date. With respect to all actions taken by Stockholder or the Company pursuant to this Section 2.1(b), Purchaser shall reimburse such parties for their out-of-pocket costs and expenses regardless of whether or not the Offer is consummated. (c) Purchaser shall defend, indemnify and hold harmless Stockholder and the Company and their respective directors, officers and affiliates, including the members of the Company's Board of Management, against any loss, damage, claim, liability, judgment or settlement of any nature or kind, including all costs and expenses relating thereto, including interest, penalties and reasonable attorneys' fees, arising out of, resulting from or relating to the effectuation of any of the actions or transactions described in Section 2.1(a) or any of the actions described in Section 2.1(b).