Common use of Specified Actions Clause in Contracts

Specified Actions. During the two year period following the Distribution Date, unless clause (i) and (ii) of the preceding paragraph are satisfied with respect to the applicable action, no Company or its Affiliate will (A) liquidate or merge with or into any other corporation (other than a merger which results in the outstanding stock of such Company or its Affiliates immediately before the merger continuing to represent at least fifty-five (55) percent of the outstanding voting stock and non-voting stock of the merged corporations after the transaction); (B) issue more than thirty-five (35) percent, by vote or value, of its capital stock in one or more transactions; (C) redeem, purchase, or otherwise reacquire its capital stock in one or more transactions, except to the extent such redemption, purchase, or reacquisition meets the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696; (D) sell, exchange, distribute, or otherwise dispose of, other than in the ordinary course of business, more than forty (40) percent of the assets constituting the trades or businesses relied upon in the IRS Private Letter Ruling to satisfy Section 355(b) of the Code; (E) discontinue or cause to be discontinued the active conduct of the trades or businesses relied upon in the IRS Private Letter Ruling to satisfy Section 355(b) of the Code; or (F) engage in any Section 355(e) Event, as defined in Section 2.4(b) of this Agreement.

Specified Actions. During the two year period following the Distribution Date, unless clause (i) and or (ii) of the preceding paragraph are is satisfied with respect to the applicable action, no Company or its Affiliate will (A) liquidate or merge with or into any other corporation (other than a merger which results in the outstanding stock of such Company or its Affiliates immediately before the merger continuing to represent at least fifty-five eighty (5580) percent of the outstanding voting stock and non-voting stock of the merged corporations after the transaction); (B) issue more than thirty-five (35) percent20%, by vote or value, of its capital stock in one or more transactions; (C) redeem, purchase, purchase or otherwise reacquire more than five (5) percent, by vote or value, of its capital stock in one or more transactions, except transactions (other than in connection with future employee benefit plans or pursuant to the extent such redemption, purchase, a future market purchase program involving five (5) percent or reacquisition meets the requirements less of Section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696its publicly traded stock); (D) sell, exchange, distribute, distribute or otherwise dispose of, other than in the ordinary course of business, more than forty (40) percent 25% of the assets constituting the trades or businesses relied upon in the IRS Private Letter Ruling Request to satisfy sastisfy Section 355(b) of the Code; or (E) discontinue or cause to be discontinued the active conduct of the trades or businesses relied upon in the IRS Private Letter Ruling Request to satisfy Section 355(b) of the Code; or (F) engage in any Section 355(e) Event, as defined in Section 2.4(b) of this Agreement.

Specified Actions. During the two year period following the Distribution Date, unless clause (i) and or (ii) of the preceding paragraph are is satisfied with respect to the applicable action, no Company or its Affiliate will (A) liquidate or merge with or into any other corporation (other than a merger which results in the outstanding stock of such Company or - 28 - ICN Tax Sharing Agreement its Affiliates immediately before the merger continuing to represent at least fifty-five eighty (5580) percent of the outstanding voting stock and non-voting stock of the merged corporations after the transaction); (B) issue more than thirty-five ten (3510) percent, in the aggregate, by vote or value, of its capital stock in one or more transactions; (C) redeem, purchase, purchase or otherwise reacquire its capital stock in one or more transactions, except to the extent such redemption, purchase, purchase or reacquisition meets the requirements of Section section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696; (D) sell, exchange, distribute, distribute or otherwise dispose of, other than in the ordinary course of business, more than forty twenty-five (4025) percent of the assets constituting the trades or businesses relied upon in the IRS Private Letter Ruling or the Tax Opinion to satisfy Section 355(b) of the Code; or (E) discontinue or cause to be discontinued the active conduct of the trades or businesses relied upon in the IRS Private Letter Ruling or the Tax Opinion to satisfy Section 355(b) of the Code; or (F) engage in any Section 355(e) Event, as defined in Section 2.4(b) of this Agreement.

Specified Actions. During the two year period following the Distribution Date, unless clause (i) and or (ii) of the preceding paragraph are is satisfied with respect to the applicable action, no Company or its Affiliate will (A) liquidate or merge with or into any other corporation (other than a merger which results in the outstanding stock of such Company or its Affiliates immediately before the merger continuing to represent at least fifty-five eighty (5580) percent of the outstanding voting stock and non-voting stock of the merged corporations after the transaction); (B) issue more than thirty-five twenty (3520) percent, in the aggregate, by vote or value, of its capital stock in one or more transactions, including the Initial Public Offering; (C) redeem, purchase, purchase or otherwise reacquire its capital stock in one or more transactions, except to the extent such redemption, purchase, purchase or reacquisition meets the requirements of Section section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696; (D) sell, exchange, distribute, distribute or otherwise dispose of, other than in the ordinary course of business, more than forty twenty-five (4025) percent of the assets constituting the trades or businesses relied upon in the IRS Private Letter Ruling or the Tax Opinion to satisfy Section 355(b) of the Code; or (E) discontinue or cause to be discontinued the active conduct of the trades or businesses relied upon in the IRS Private Letter Ruling or the Tax Opinion to satisfy Section 355(b) of the Code; or (F) engage in any Section 355(e) Event, as defined in Section 2.4(b) of this Agreement.