XIV
NOTICE EVENTS
SECTION 14.01.
NOTICE EVENTS.
In the event that any of the following events ("Notice Events") shall occur, the
Members shall have the rights described in Section 14.02 hereof:
(A)
THE OCCURRENCE OF MAY 6, 2006;
(B)
THE MANAGING MEMBER OR IMS HEALTH SHALL
(I) FAIL TO REMAIN IN SUBSTANTIAL COMPLIANCE WITH THE TERMS, COVENANTS AND
OBLIGATIONS REQUIRED ON ITS PART TO BE PERFORMED OR OBSERVED UNDER
SECTIONS 5.04(A) AND 5.04(B) HEREOF, OR (II) FAIL TO PERFORM OR OBSERVE ANY
MATERIAL TERM, COVENANT OR OBLIGATION ON ITS PART TO BE PERFORMED OR OBSERVED
(EXCEPT SUCH TERMS, COVENANTS OR OBLIGATIONS AS ARE DESCRIBED IN CLAUSE (I)
ABOVE) UNDER (A) THIS AGREEMENT (EXCEPT FOR SPECIFIC VIOLATIONS THE CURE PERIODS
FOR WHICH ARE SPECIFICALLY PROVIDED FOR AS NOTICE EVENTS HEREUNDER), (B) THE
2003 IMS HEALTH LEASE, (C) THE IMS HEALTH GUARANTY, IN EACH CASE IF SUCH FAILURE
UNDER EITHER CLAUSE (I) OR CLAUSE (II) OF THIS SECTION 14.01(B) IS NOT CURED
WITHIN THIRTY (30) DAYS OF A RESPONSIBLE OFFICER OBTAINING ACTUAL KNOWLEDGE OF
SUCH FAILURE;
(C)
THE FAILURE OF THE COMPANY TO DISTRIBUTE TO
EACH CLASS A MEMBER IN IMMEDIATELY AVAILABLE FUNDS ON THE LAST BUSINESS DAY OF
EACH FISCAL QUARTER AN AMOUNT EQUAL TO THE REMAINDER, IF ANY, OF (I) THE
CUMULATIVE PRIORITY RETURN OF SUCH CLASS A MEMBER FROM JULY 1, 2003 TO THE LAST
BUSINESS DAY OF THE FISCAL QUARTER DURING WHICH SUCH DISTRIBUTION IS MADE, MINUS
(II) ALL PRIOR DISTRIBUTIONS TO SUCH CLASS A MEMBER PURSUANT TO SECTION 4.01
HEREOF, IF SUCH FAILURE IS NOT CURED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT BY
THE MANAGING MEMBER OF NOTICE THEREOF;
(D)
THE BANKRUPTCY OF THE MANAGING MEMBER OR THE
COMPANY; AND
(E)
AN IMS HEALTH EVENT SHALL OCCUR.
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SECTION 14.02.
LIQUIDATION NOTICE.
At any time on or after the occurrence of a Notice Event, each Class A Member
may elect to cause such Notice Event to result in a Liquidating Event by
delivering to the Managing Member a notice (a "Liquidation Notice") of such
election; provided that: (i) such Notice Event shall not result in a Liquidating
Event until the expiration of ten (10) Business Days following such delivery,
(ii) such Class A Member may rescind such Liquidation Notice by delivering to
the Managing Member a notice prior to such tenth (10th) Business Day, and
(iii) a Liquidation Notice automatically will be deemed rescinded upon the
election within such ten (10) Business Day period by any one or more of the IMS
Health Members pursuant to the Purchase Option to purchase all Class A Members'
Interests.
SECTION 14.03.
ELECTING MEMBERS' PURCHASE OPTION.
(A)
ELECTION OF PURCHASE OPTION.
ANY ONE OR
MORE OF THE IMS HEALTH MEMBERS OR THEIR DESIGNEES (REFERRED TO IN THIS
SECTION 14.03 AS THE "ELECTING MEMBERS") MAY ELECT PURSUANT TO A PURCHASE OPTION
(THE "PURCHASE OPTION") TO PURCHASE THE CLASS A MEMBERS' ENTIRE INTERESTS IN
SUCH PROPORTIONS AS THEY SHALL AGREE (I) WITHIN THE TEN (10) BUSINESS DAY PERIOD
PRIOR TO THE