Common use of Shareholders Meetings Clause in Contracts

Shareholders Meetings. IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

Shareholders Meetings. IVAX The Company, acting through the Company Special Committee, shall call take all actions in accordance with applicable Law, the Company Memorandum and hold the IVAX Shareholders' Meeting rules and Bergen shall call regulations of the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold the Bergen Shareholders' Meeting hold, as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose of considering and voting upon the approval of this Agreement pursuant Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07, to the Joint Proxy Statement extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the Mergers other transactions contemplated herebyhereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, and each the Company shall, subject to the right of Bergen and IVAX shall use the Company Special Committee to modify its reasonable efforts recommendation in a manner adverse to hold the Shareholders' Meetings on the same day and Parent under circumstances as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts specified in Section 6.07, take all lawful action to solicit from its shareholders the Company Shareholders proxies in favor of the approval of proposal to approve this Agreement Agreement, the Mergers and the Mergers other transactions contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action reasonably necessary or advisable to secure the vote or consent of shareholders the Company Shareholders that is required by the FBCA rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or applicable stock exchange requirements to obtain such approval, except postpone the Company Shareholders Meeting to the extent necessary to ensure that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification any legally required supplement or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable amendment to the shareholders Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of IVAX than those provided the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Reorganization. Bergen shall use its reasonable efforts Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to solicit from its shareholders proxies in favor constitute a quorum necessary to conduct the business of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersCompany Shareholders Meeting.

Shareholders Meetings. IVAX ARCO will take all action necessary to convene a special meeting of the holders of ARCO Common Shares at which the holders of ARCO Common Shares shall call and hold consider the IVAX Shareholders' Meeting and Bergen shall call and hold adoption of this Agreement (including any adjournments or postponements thereof, the Bergen Shareholders' Meeting "ARCO Stockholders Meeting") as promptly as practicable for after the purpose Form F-4 has been declared effective by the SEC. BP Amoco will take all action necessary to convene an extraordinary general meeting of voting upon BP Amoco shareholders at which an ordinary resolution will be proposed to consider the approval of this Agreement pursuant the Merger (the "BP Amoco Shareholder Meeting") after the BP Amoco Documents are cleared by the LSE and the Form F-4 has been declared effective by the SEC. BP Amoco and ARCO each agrees to use best reasonable efforts such that, to the Joint Proxy Statement extent practical, the ARCO Stockholders Meeting and the Mergers contemplated hereby, and BP Amoco Shareholders Meeting each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and be held as soon promptly as practicable after the date on which conditions precedent to holding such meeting have been fulfilled and as nearly contemporaneously as practicable. Subject to the Registration Statement becomes effective. IVAX terms of this Agreement, including the provisions of Section 3.2, the board of directors of each of BP Amoco and ARCO shall recommend to its respective shareholders, in the case of BP Amoco, the approval of the Merger and, in the case of ARCO, the adoption of the Merger Agreement and shall use its best reasonable efforts to solicit from such adoption unless it concludes, in the exercise of its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approvalfiduciary duties, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) , that the withdrawalMerger is no longer advisable for its shareholders; provided, modification or change of however, that neither BP Amoco nor ARCO shall be entitled to withdraw its recommendation to its respective shareholders if to do so would be inconsistent with the obligations it has expressly assumed elsewhere in this Agreement. In the event that subsequent to the date hereof, the board of directors of BP Amoco and/or ARCO determines that the Merger or the Merger Agreement, as the case may be, is required by no longer advisable and recommends that its fiduciary duties respective shareholders reject it, BP Amoco shall nevertheless submit the Merger to IVAX's shareholders under applicable Lawthe holders of BP Amoco Voting Shares for approval at the BP Amoco Shareholders meeting and ARCO shall nevertheless submit this Agreement to the holders of ARCO Common Shares, and for adoption at the ARCO Stockholders Meeting, in each case unless this Agreement shall have been terminated in accordance with its terms prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor date of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergersmeeting.

Shareholders Meetings. IVAX shall call and hold At the IVAX Shareholders' 2019 Annual Meeting and Bergen shall call each annual and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose special meeting of voting upon the approval of this Agreement pursuant shareholders held prior to the Joint Proxy Statement expiration of the Standstill Period, each of the Investors agrees to (A) appear at such shareholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Mergers contemplated herebyCompany’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for shareholder approval and against all matters that the Board recommends against shareholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote their shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with the ISS recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such shareholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of shareholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors and each of Bergen its Associates and IVAX Affiliates in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effectivetake any position, make any statement or take any action inconsistent with this Section 2(b)(i). IVAX For purposes of this Agreement, “Opposition Matter” shall use its reasonable efforts to solicit from its shareholders proxies in favor mean any of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approvalfollowing transactions, except but only to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined submitted by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the Company’s shareholders for approval: (A) the sale or transfer of IVAX than those provided for all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Reorganization. Bergen Company’s capital structure (but excluding any proposals relating to the adoption, amendment or continuation of any equity plans, none of which shall use its reasonable efforts be deemed an Opposition Matter for purposes of this Agreement); (G) any proposals relating to solicit from its shareholders proxies the Tax Benefits Plan (as defined herein); or (H) any other transactions that would result in favor a Change of Control of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersCompany.

Shareholders Meetings. IVAX shall call and hold At the IVAX Shareholders' 2018 Annual Meeting and Bergen shall call each annual and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose special meeting of voting upon the approval of this Agreement pursuant shareholders held prior to the Joint Proxy Statement expiration of the Standstill Period, each of the Investors agrees to (A) appear at such shareholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Mergers contemplated herebyCompany’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for shareholder approval and against all matters that the Board recommends against shareholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote their shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with the ISS recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such shareholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of shareholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors and each of Bergen its Associates and IVAX Affiliates in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effectivetake any position, make any statement or take any action inconsistent with this Section 2(c)(i). IVAX For purposes of this Agreement, “Opposition Matter” shall use its reasonable efforts to solicit from its shareholders proxies in favor mean any of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approvalfollowing transactions, except but only to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined submitted by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the Company’s shareholders for approval: (A) the sale or transfer of IVAX than those provided for all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Reorganization. Bergen Company’s capital structure (but excluding any proposals relating to the adoption, amendment or continuation of any equity plans, none of which shall use its reasonable efforts be deemed an Opposition Matter for purposes of this Agreement); (G) any proposals relating to solicit from its shareholders proxies the Tax Benefits Plan (as defined herein); or (H) any other transactions that would result in favor a Change of Control of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersCompany.

Shareholders Meetings. IVAX shall call Subject to the statutory duties of the Company’s directors and hold their fiduciary duties under applicable Law, and to any order of the IVAX Shareholders' Meeting Court, the Company will take, in accordance with applicable Law and Bergen shall call and hold its articles of association, all reasonable action necessary to convene the Bergen Shareholders' Meeting Shareholders Meetings as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as reasonably practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of mailing of the Proxy Statement (which shall include the Scheme Document Annex and any other documentation ordered by the Court to be included) to consider and vote upon approval of this Agreement and the Mergers contemplated hereby Scheme (and, if applicable, the advisory vote required by Rule 14a–(21)(c) under the Exchange Act in connection therewith), the adoption of the Amendment to the Articles pursuant to the Joint Proxy Statement Special Resolutions and other matters to be approved through the Company Requisite Votes as described in Section 5.1(c), each in accordance with the Laws of the England and Wales, the Companies Act, the Exchange Act and related rules and regulations, the rules and regulations of Nasdaq and other applicable Laws (it being expected that the General Meeting will be held as soon as the preceding Court Meeting shall take all other action necessary have been concluded and, if the Court Meeting is adjourned, the General Meeting shall be correspondingly adjourned); provided, however, for the avoidance of doubt, the Company may postpone or advisable to secure adjourn the vote Shareholders Meetings (or either one of them) (a) with the consent of shareholders required Buyer; (b) for the absence of a quorum, but only for a reasonable amount of time to obtain a quorum, (c) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which (i) is ordered by the FBCA Court or applicable stock exchange requirements to obtain such approval, except to the extent that (ii) the Board of Directors of IVAX determines the Company has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders Meetings, (who may be IVAX's regularly engaged outside legal counseld) that the withdrawal, modification or change of its recommendation is to allow reasonable additional time to solicit additional proxies; (e) if required by its fiduciary duties to IVAX's shareholders under applicable LawLaw or the Court or (f) if, and within five business days prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction thatscheduled meeting date, as determined by the Board of Directors of IVAX the Company determines in good faith faith, after consultation with its outside legal counsel counsel, that the Shareholders Meetings should be postponed, adjourned or re-convened in order for the Company’s directors to comply with their statutory or fiduciary duties under applicable Law, but any postponement, adjournment or re-convening occurring under the circumstances described in this clause (who may f) shall in no event be its regularly retained outside counsellonger than ten business days (or, if shorter, 14 calendar days) and financial advisors, contains terms more favorable to after the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor date of the approval of this Agreement and the Mergers contemplated hereby pursuant previously scheduled meetings. Subject to the Joint Proxy StatementSection 6.2, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawalCompany shall recommend such adoption, modification or change of its shall include such recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto Proxy Statement and shall take all other reasonable lawful action necessary or, in the opinion to solicit such adoption of the Scheme, the Special Resolutions and other parties heretomatters described in this Section 6.4 (including through the solicitation of proxies). The Company agrees to provide Buyer reasonably detailed periodic updates concerning proxy solicitation results on a reasonably timely basis. The Company shall provide Buyer with a certified copy of the resolutions passed at the Court Meeting and the Special Resolutions and each order of the Court (including the Sanctioning Order), advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergersonce obtained.

Shareholders Meetings. IVAX ARCO will take all action necessary --------------------- to convene a special meeting of the holders of ARCO Common Shares at which the holders of ARCO Common Shares shall call and hold consider the IVAX Shareholders' Meeting and Bergen shall call and hold adoption of this Agreement (including any adjournments or postponements thereof, the Bergen Shareholders' Meeting "ARCO Stockholders ----------------- Meeting") as promptly as practicable for after the purpose Form F-4 has been declared ------- effective by the SEC. BP Amoco will take all action necessary to convene an extraordinary general meeting of voting upon BP Amoco shareholders at which an ordinary resolution will be proposed to consider the approval of this Agreement pursuant the Merger (the "BP -- Amoco Shareholder Meeting") after the BP Amoco Documents are cleared by the LSE ------------------------- and the Form F-4 has been declared effective by the SEC. BP Amoco and ARCO each agrees to use best reasonable efforts such that, to the Joint Proxy Statement extent practical, the ARCO Stockholders Meeting and the Mergers contemplated hereby, and BP Amoco Shareholders Meeting each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and be held as soon promptly as practicable after the date on which conditions precedent to holding such meeting have been fulfilled and as nearly contemporaneously as practicable. Subject to the Registration Statement becomes effective. IVAX terms of this Agreement, including the provisions of Section 3.2, the board of directors of each of BP Amoco and ARCO shall recommend to its respective shareholders, in the case of BP Amoco, the approval of the Merger and, in the case of ARCO, the adoption of the Merger Agreement and shall use its best reasonable efforts to solicit from such adoption unless it concludes, in the exercise of its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approvalfiduciary duties, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) , that the withdrawalMerger is no longer advisable for its shareholders; provided, modification or change of however, that -------- ------- neither BP Amoco nor ARCO shall be entitled to withdraw its recommendation to its respective shareholders if to do so would be inconsistent with the obligations it has expressly assumed elsewhere in this Agreement. In the event that subsequent to the date hereof, the board of directors of BP Amoco and/or ARCO determines that the Merger or the Merger Agreement, as the case may be, is required by no longer advisable and recommends that its fiduciary duties respective shareholders reject it, BP Amoco shall nevertheless submit the Merger to IVAX's shareholders under applicable Lawthe holders of BP Amoco Voting Shares for approval at the BP Amoco Shareholders meeting and ARCO shall nevertheless submit this Agreement to the holders of ARCO Common Shares, and for adoption at the ARCO Stockholders Meeting, in each case unless this Agreement shall have been terminated in accordance with its terms prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor date of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergersmeeting.

Shareholders Meetings. IVAX The Company shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen ShareholdersCompany Stockholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated herebyupon, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable best efforts to solicit from its shareholders stockholders proxies in favor of of, the approval of this Agreement and the Mergers transactions contemplated hereby by this Agreement. Parent shall call and hold the Parent Shareholders' Meeting, as promptly as practicable for the purpose of voting upon, and shall use its reasonable best efforts to solicit from its stockholders proxies in favor of, (i) the approval of this Agreement and the transactions contemplated by this Agreement, (ii) the approval of the issuance of Parent Ordinary Shares (or of obligations remboursables en actions immediately redeemable into Parent Ordinary Shares), Parent ORAs and Parent OBSAs pursuant to or in connection with the Joint Proxy Statement Merger, (iii) the increase of the number of members of the Supervisory Board of Parent by two, who shall be designees of Dentsu and (iv) the approval of the modification of the Parent statuts to provide that the respective holders of the usufruct and nue propriete interests in the Parent Ordinary Shares are free to allocate the voting rights between themselves and shall notify Parent of the same (collectively, the "Parent Proposals"). Parent and the Company shall take all other action necessary or advisable to secure the vote or consent of shareholders required by French law or the FBCA or applicable stock exchange requirements DGCL, as applicable, to obtain such approvalapprovals, except to the extent that the Board of Directors of IVAX the Company or the Management Board or the Supervisory Board of Parent, as the case may be, determines in good faith after consultation with outside independent legal counsel (who that doing so would cause the Board of Directors of the Company, or the Management Board or the Supervisory Board of Parent, as the case may be IVAX's regularly engaged outside legal counsel) that the withdrawalbe, modification or change of its recommendation is required by to breach its fiduciary duties to IVAXsuch party's shareholders under applicable Law, . The Company shall call and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by hold the Board Company Stockholders' Meeting for the purpose of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the considering approval of this Agreement and the Mergers transactions contemplated hereby pursuant to regardless of whether the Joint Proxy Statementexception in the immediately preceding sentence applies or the proviso in Section 6.01(f) applies, and Parent shall take all other action necessary or advisable to secure call and hold the vote or consent Parent Shareholders' Meeting for the purpose of shareholders required by considering approval of the NJBCA or applicable stock exchange requirements to obtain such approval, except to matters set forth above regardless of whether the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for exception in the Reorganization. Each of immediately preceding sentence applies or the parties hereto shall take all other action necessary or, proviso in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersSection 6.01(g) applies.