Common use of Squeeze Out Clause in Contracts

Squeeze Out. 4.1 As soon as reasonably practicable after the Offer Closing Date (or such other date agreed in writing by AMEC and the Company) and provided that (i) at such time AMEC directly or indirectly has acquired or controls at least 90 per cent. of the issued Company voting rights, (ii) no actions or proceedings are pending with respect to the exercisability of voting rights with respect to Company Shares acquired or controlled by AMEC and (iii) no other legal impediment to the launch or consummation of the Squeeze-Out Merger (as defined below) then exists (sub-clauses (i), (ii) and (iii), the “Squeeze-Out Prerequisites”), AMEC shall cause an eligible legal entity that is a wholly-owned subsidiary of AMEC organised under Swiss Law that is treated as disregarded as an entity separate from AMEC for US federal Tax purposes (“MergeCo”) to, propose to the Company to merge the Company with and into MergeCo (with MergeCo being the surviving entity in such merger) and to launch a squeeze-out merger pursuant to articles 8 para 2 and 18 para 5 of the Merger Act (the “Squeeze-Out Merger”), whereby the then-remaining Company Shareholders (other than the Company and its affiliates) would receive compensation pursuant to article 8 para 2 of the Merger Act as consideration for their outstanding Company Shares (the “Squeeze-Out Offer”); provided, that if a subsidiary of AMEC has made the Offer, then such subsidiary shall be treated, or shall have validly elected to be so treated from the date of its formation, as disregarded as an entity separate from AMEC for US federal Tax purposes. 4.2 Subject to applicable Laws and the satisfaction of the Squeeze-Out Prerequisites, AMEC shall use all reasonable endeavours to: (a) cause the Acquisition to qualify for US federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and will not take any action for the purpose of causing the Acquisition not so to qualify; and (b) cause this Agreement to constitute a “plan of reorganization” for the purposes of Sections 354, 361 and 368 of the Code. 4.3 For the avoidance of doubt, nothing in this Agreement (including the obligations of AMEC under clauses 4.1 and 4.2): (a) shall oblige AMEC to pay aggregate consideration to acquire all of the issued and to be issued Company Shares (whether pursuant to the Offer, any Squeeze-Out Merger, or otherwise) greater than the Total Cash Consideration and the Total Share Elections Consideration; (b) shall restrict AMEC from acquiring any Company Shares not tendered into the Offer using such form of consideration as may be necessary to acquire such Company Shares; or (c) shall oblige AMEC to incur any Taxes or other expenditure (other than advisers’ fees or other immaterial expenditure) in satisfying its obligations under clauses 4.1 and 4.2.