Common use of Post-Closing Measures Clause in Contracts

Post-Closing Measures. 7.7.1 Following the Settlement, the Buyer shall be entitled to effect or cause to effect, other than the Merger and Liquidation and the Asset Sale and Liquidation, any other restructuring of the Group for the purpose of achieving an optimal operational, legal, financial and/or fiscal structure in accordance with the Applicable Rules and Dutch Law in general (the "Post-Closing Measures"), some of which may have the effect of diluting the shareholding of any shareholders of the Company other than the Buyer and its Affiliates (the "Minority Shareholders"), including: (a) a sale of all, or substantially all, of the assets and liabilities of the Company to the Buyer or an Affiliate of the Buyer; (b) a subsequent public offer for any Company Shares held by Minority Shareholders; (c) a statutory cross-border or domestic (bilateral or triangular) legal merger (juridische (driehoeks-)fusie) in accordance with section 2:309 et seq of the DCC between the Company, the Buyer and/or any other Affiliate of the Buyer; (d) a statutory legal demerger (juridische splitsing) of the Company in accordance with section 2:334a et seq of the DCC; (e) a contribution of cash and/or assets by the Buyer or by any Affiliate of the Buyer in exchange for shares in the share capital of the Company, in which circumstances the pre-emptive rights (voorkeursrechten), if any, of Minority Shareholders may be excluded; (f) a distribution of proceeds, cash and/or assets to the shareholders of the Company or share buybacks; (g) a sale and transfer of assets and liabilities by the Buyer or any of its Affiliates to any member of the Group, or a sale and transfer of assets and liabilities by any member of the Group to the Buyer or any of its Affiliates; (h) any transaction between the Company and the Buyer or their respective Affiliates on terms that are not at arm's length; (i) any transaction, including a sale and/or transfer of any material asset, between the Company and its Affiliate or between the Company and the Buyer or their respective Affiliates with the objective of using any carry forward tax losses available to the Company, the Buyer or any of their respective Affiliates; (j) any transactions, restructurings, share issuances, procedures and/or proceedings in relation to the Company and/or one or more of its Affiliates required to effect the aforementioned objectives; or (k) any combination of the foregoing. 7.7.2 In the implementation of any Post-Closing Measure, the Parties shall comply with clause 9.1.1 and due consideration will be given to the Applicable Rules, including the requirement to consider the interests of all stakeholders including any minority shareholders of the Company, and the requirement for the members of the Supervisory Board to form their independent view of the relevant matter. In this respect, the Supervisory Board (and any members thereof) shall continue to have the right to engage, with the reasonable and documented costs thereof being for the account of the Company, their own financial and legal advisors, if and to the extent they reasonably believe that the advice of such advisors is necessary to assist them in reviewing and assessing any matter that comes before the Supervisory Board.

Post-Closing Measures. 7.7.1 Following the Settlement, the Buyer shall be entitled to effect or cause to effect, other than the Merger and Liquidation and the Asset Sale and Liquidation, any other restructuring of the Group for the purpose of achieving an optimal operational, legal, financial and/or fiscal structure in accordance with the Applicable Rules and Dutch Law in general (the "“Post-Closing Measures"”), some of which may have the effect of diluting the shareholding of any shareholders of the Company other than the Buyer and its Affiliates (the "“Minority Shareholders"”), including: (a) a sale of all, or substantially all, of the assets and liabilities of the Company to the Buyer or an Affiliate of the Buyer; (b) a subsequent public offer for any Company Shares held by Minority Shareholders; (c) a statutory cross-border or domestic (bilateral or triangular) legal merger (juridische (driehoeks-)fusie) in accordance with section 2:309 et seq of the DCC between the Company, the Buyer and/or any other Affiliate of the Buyer; (d) a statutory legal demerger (juridische splitsing) of the Company in accordance with section 2:334a et seq of the DCC; (e) a contribution of cash and/or assets by the Buyer or by any Affiliate of the Buyer in exchange for shares in the share capital of the Company, in which circumstances the pre-emptive rights (voorkeursrechten), if any, of Minority Shareholders may be excluded; (f) a distribution of proceeds, cash and/or assets to the shareholders of the Company or share buybacks; (g) a sale and transfer of assets and liabilities by the Buyer or any of its Affiliates to any member of the Group, or a sale and transfer of assets and liabilities by any member of the Group to the Buyer or any of its Affiliates; (h) any transaction between the Company and the Buyer or their respective Affiliates on terms that are not at arm's ’s length; (i) any transaction, including a sale and/or transfer of any material asset, between the Company and its Affiliate or between the Company and the Buyer or their respective Affiliates with the objective of using any carry forward tax losses available to the Company, the Buyer or any of their respective Affiliates; (j) any transactions, restructurings, share issuances, procedures and/or proceedings in relation to the Company and/or one or more of its Affiliates required to effect the aforementioned objectives; or (k) any combination of the foregoing. 7.7.2 In the implementation of any Post-Closing Measure, the Parties shall comply with clause 9.1.1 and due consideration will be given to the Applicable Rules, including the requirement to consider the interests of all stakeholders including any minority shareholders of the Company, and the requirement for the members of the Supervisory Board to form their independent view of the relevant matter. In this respect, the Supervisory Board (and any members thereof) shall continue to have the right to engage, with the reasonable and documented costs thereof being for the account of the Company, their own financial and legal advisors, if and to the extent they reasonably believe that the advice of such advisors is necessary to assist them in reviewing and assessing any matter that comes before the Supervisory Board.