Common use of The Combination Clause in Contracts

The Combination. (a) Upon the terms and subject to the conditions set forth in this Combination and Investment Agreement, the following transactions shall be consummated as soon as practicable following the consummation of the AMHC Demutualization, and such transactions shall be effective as of the Combination Effective Time (as defined in Section 3.3): (i) Indianapolis Life shall demutualize pursuant to a Plan of Conversion satisfying all the provisions of Section 3.5(a) hereof (the "Plan of Conversion"); (ii) The membership interests of the eligible members (as defined under Applicable Law) of Indianapolis Life shall be exchanged for AMHC Shares, cash and policy credits which shall have an aggregate value equal to that of 11.25 million AMHC Shares (determined as stated in Schedule 3.5(a) hereto, and subject to any adjustment provided for in Section 11.2(i) hereof); provided, however, that in the event of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of AMHC Shares or, prior to the AMHC Demutualization, the AmerUs Common Stock, such number of AMHC Shares shall be correspondingly adjusted to the extent appropriate to reflect such occurrence; (iii) A corporation to be organized by AMHC under the Indiana Business Corporation Law (Section 23-1 of the Indiana Code) as its wholly owned subsidiary ("Holding Sub") shall acquire all of the common stock of Indianapolis Life as provided in Schedule 3.5(a), in accordance with the Indiana Demutualization Law (Section 27-15 of the Indiana Code) and other applicable laws of the State of Indiana, and the status of Indianapolis Life as a mutual insurance company shall cease; and (iv) Indianapolis Life shall become a direct wholly owned stock insurance company subsidiary of Holding Sub domiciled in the State of Indiana. (b) The transactions contemplated by the Plan of Conversion are referred to herein as the "Combination." The parties intend to effectuate the Combination (i) on a tax free basis to AMHC, AmerUs, Indianapolis Life and the eligible members of Indianapolis Life who receive only AMHC Shares and (ii) with respect to individual retirement accounts and individual retirement annuities (within the meaning of Code Section 408), tax sheltered annuities governed by Code Section 403(b) and "employee benefit plans" (within the meaning of Section 3(3) of ERISA), in such a manner that it does not adversely affect the compliance thereof with the applicable requirements of ERISA or the Code.