(e) Class B Common Shares. At the Effective Time, simultaneously with the cancellation and extinguishment of the issued and outstanding Class B Common Units of Premier LP, Premier shall, without further consideration to or action by any Limited Partner or the Trustee under the Voting Trust Agreement dated October 1, 2013 by and among Premier, Premier LP, the holders of Class B Common Stock of Premier and Wells Fargo Delaware Trust Company, N.A, cancel the issued and outstanding shares of Class B Common Stock, par value $0.000001 per share, of Premier beneficially held any Limited Partner immediately prior to the Effective Time.
6. Dissenting Units. Notwithstanding any other provision of this Agreement to the contrary, Class B Units that are outstanding immediately prior to the Effective Time and which are held by a Limited Partner that has properly exercised his, her or its appraisal or dissenters rights, as applicable, for such Class B Units in accordance with Article 11.5 of the Act, and has not effectively withdrawn or lost such Limited Partners appraisal or dissenters rights, as applicable, thereunder (collectively, the Dissenting Units), shall not be converted into, or represent the right to receive, shares of Class A Stock as set forth in Section 5(b) above, but the holder thereof shall only be entitled to receive such consideration as may be determined to be due with respect to such Dissenting Units pursuant to, and subject to, the requirements of the Act. Notwithstanding the foregoing provisions of this Section 6, if any holder of Dissenting Units shall fail to perfect, or shall have effectively withdrawn or lost, its right to dissent from the Merger under the Act, then, as of the later of the Effective Time and the occurrence of such event, such Limited Partners Class B Units shall automatically be converted into, and represent only, the right to receive shares of Class A Stock as set forth in Section 5(b) above, without interest thereon.
7. Approval, Filing and Effective Time. This Agreement shall be adopted and approved by the BridgeCo and Premier LP in the manner required by the Act. After this Agreement has been adopted and approved, and so long as it has not been terminated pursuant to Section 8 hereof, upon obtaining the requisite approvals under the Act, the LP Agreement and the LLC Agreement, Premier LP and BridgeCo shall file a Certificate of Merger with the Secretary of State of the State of the California (the Certificate of Merger). The Merger shall become effective at such time as the Certificate of Merger is accepted by the Secretary of State of the State of California or at such other time as Premier LP and BridgeCo shall agree and specify in the Certificate of Merger (the Effective Time).
8. Amendment; Termination. This Agreement may be amended or terminated at any time prior to the Effective Time, by the written consent of Premier LP, Premier and, prior to the Effective Time, BridgeCo, except as otherwise prohibited by the Act, notwithstanding the adoption or approval contemplated by Section 7 hereof.
9. Further Assurances. From time to time, as and when required by the Surviving Company or its successors or assigns, there shall be executed and delivered on behalf of BridgeCo such documents and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary to: (i) vest, perfect or confirm, of record or otherwise, in the Surviving Company, the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of BridgeCo and (ii) otherwise carry out the purposes of this Agreement. The general partner of the Surviving Company is fully authorized in the name and on behalf of BridgeCo or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments.