any time Transfer all or any portion of its Interest to (i) any
other Member, (ii) any Wholly Owned Affiliate of a Member including the
transferor, (iii) any Person approved by all of the Members, or (iv) in the case
of any Class A Member, any Person pursuant to Section 14.03 hereof; provided
that no Transfer by the Managing Member of all or any part of its Managing
Member Interest to any Person other than IMS AG or CMS (the "New Managing
Member") shall be a Permitted Transfer (as defined below) unless IMS Health has
issued for the benefit and in favor of the Class A Members a written guaranty in
the form of the IMS Health Guaranty (the "Second IMS Health Guaranty") of the
obligations of the New Managing Member under this Agreement.
Upon the issuance
and delivery of the Second IMS Health Guaranty, the definition of "IMS Health
Guaranty" hereunder shall also refer to the Second IMS Health Guaranty.
Any Transfer permitted by this Section 10.02 shall be referred to in this
Agreement as a "Permitted Transfer" and the Person to which the Interest is
transferred shall be a "Permitted Transferee."
SECTION 10.03.
CONDITIONS TO PERMITTED TRANSFERS.
A Transfer shall not be treated as a Permitted Transfer under Section 10.02
hereof unless and until the following conditions are satisfied:
(A)
THE TRANSFEROR AND TRANSFEREE SHALL EXECUTE
AND DELIVER TO THE COMPANY (I) SUCH DOCUMENTS AND INSTRUMENTS OF CONVEYANCE AS
MAY BE NECESSARY OR APPROPRIATE IN THE OPINION OF COUNSEL TO THE COMPANY TO
EFFECT SUCH TRANSFER AND TO CONFIRM THE AGREEMENT OF THE TRANSFEREE TO BE BOUND
BY THE PROVISIONS OF THIS ARTICLE X, AND (II) EXCEPT IN THE CASE OF A TRANSFER
TO A WHOLLY OWNED AFFILIATE OF AN IMS HEALTH MEMBER, IN THE CASE OF THE
TRANSFEREE, A CONFIDENTIALITY AGREEMENT SUBSTANTIALLY IN THE FORM OF THE
CONFIDENTIALITY AGREEMENT ATTACHED HERETO AS EXHIBIT B (THE "FORM
CONFIDENTIALITY AGREEMENT").
IN ADDITION, UNLESS THE REQUIREMENTS OF THIS
SENTENCE HAVE BEEN WAIVED BY THE MANAGING MEMBER, THE COMPANY SHALL BE
REIMBURSED BY THE TRANSFEROR AND/OR TRANSFEREE FOR ALL COSTS AND EXPENSES THAT
IT REASONABLY INCURS IN CONNECTION WITH SUCH TRANSFER.
(B)
THE TRANSFER WILL NOT CAUSE THE COMPANY TO
TERMINATE FOR FEDERAL INCOME TAX PURPOSES, AND THE TRANSFEROR SHALL PROVIDE THE
COMPANY AN OPINION OF COUNSEL TO SUCH EFFECT.
SUCH COUNSEL AND OPINION SHALL BE
REASONABLY SATISFACTORY TO THE MANAGING MEMBER, AND THE MANAGING MEMBER AND THE
OTHER MEMBERS SHALL PROVIDE TO SUCH COUNSEL ANY INFORMATION AVAILABLE TO THE
MANAGING MEMBER OR TO SUCH OTHER MEMBERS, AS THE CASE MAY BE, AND RELEVANT TO
SUCH OPINION.
(C)
THE TRANSFEROR AND TRANSFEREE SHALL FURNISH
THE COMPANY WITH THE TRANSFEREE'S TAXPAYER IDENTIFICATION NUMBER, SUFFICIENT
INFORMATION TO DETERMINE THE TRANSFEREE'S INITIAL TAX BASIS IN THE INTERESTS
TRANSFERRED, AND ANY OTHER INFORMATION REASONABLY NECESSARY TO PERMIT THE
COMPANY TO FILE ALL REQUIRED FEDERAL AND STATE TAX
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RETURNS AND OTHER LEGALLY REQUIRED INFORMATION STATEMENTS OR RETURNS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING,