Common use of Actions Prior to the Distribution Clause in Contracts

Actions Prior to the Distribution. (a) SpinCo shall cooperate with GPC to give effect to and accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. GPC shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial, legal, accounting and other advisors of GPC, and SpinCo shall use reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by GPC. Without limiting the foregoing, prior to the Distribution, SpinCo shall and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed by GPC, reasonably cooperate in and take the following actions: (i) preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPC; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution; (iii) furnishing to any dealer manager or similar agent participating in the Distribution (A) “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo and is reasonably required in connection with the Distribution. (b) GPC and SpinCo shall prepare and mail, prior to the Distribution Date and in accordance with Applicable Law, to the holders of GPC Common Stock, such information concerning GPC, SpinCo and RMT Parent, their respective businesses, operations and management, the Distribution and such other matters as GPC reasonably shall determine and as may be required by Applicable Law. GPC and SpinCo shall prepare, and SpinCo shall, to the extent required by Applicable Law, file with the SEC any such documentation and any requisite no-action letter that GPC determines are necessary or desirable to effectuate the Distribution, and GPC and SpinCo each shall use reasonable best efforts to obtain all necessary approvals from the SEC with respect to the foregoing as soon as practicable. (c) GPC and SpinCo shall take all actions as may be necessary or desirable under any applicable securities, “blue sky” or comparable laws of the United States, the states and territories thereof and any foreign jurisdiction in connection with the Distribution. (d) GPC and SpinCo shall take all actions and steps reasonably necessary and appropriate to cause the conditions to the Distribution set forth in Section 4.04 to be satisfied as soon as practicable and to effect the Distribution on the Distribution Date in accordance with this Agreement.

Actions Prior to the Distribution. (a) SpinCo Spinco shall cooperate with GPC Parent to give effect to and accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. GPC Parent shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, with the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial printer, solicitation agent, exchange agent and financial, legal, accounting and other advisors of GPCParent, and SpinCo Spinco shall use reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by GPCParent. Without limiting the foregoing, prior to the Distribution, SpinCo Spinco shall and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed by GPCParent, reasonably cooperate in and take the following actions: (i) preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPCParent (the “Spinco Registration Statement”); (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution, including in any marketing efforts requested by Parent, which participation shall be subject to, and may be concurrent with, any such activities required in respect of the Exchange Offer; (iii) furnishing to any dealer manager or similar agent participating in the Distribution (A) “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo Spinco and is reasonably required in connection with the Distribution. (b) GPC Parent and SpinCo Spinco shall prepare and mail, prior to the Distribution Date and in accordance with Applicable Law, to the holders of GPC Parent Common Stock, such information concerning GPCParent, SpinCo Spinco and RMT ParentMerger Partner, their respective businesses, operations and management, the Distribution and such other matters as GPC Parent reasonably shall determine and as may be required by Applicable Law. GPC Parent and SpinCo Spinco shall prepare, and SpinCo Spinco shall, to the extent required by Applicable Law, file with the SEC any such documentation and any requisite no-action letter that GPC Parent determines are necessary or desirable to effectuate the Distribution, and GPC Parent and SpinCo Spinco each shall use reasonable best efforts to obtain all necessary approvals from the SEC with respect to the foregoing as soon as practicable. (c) GPC Parent and SpinCo Spinco shall take all actions as may be necessary or desirable under any applicable securities, “blue sky” or comparable laws of the United States, the states and territories thereof and any foreign jurisdiction in connection with the Distribution. (d) GPC Parent and SpinCo Spinco shall take all actions and steps reasonably necessary and appropriate to cause the conditions to the Distribution set forth in Section 4.04 to be satisfied as soon as practicable and to effect the Distribution on the Distribution Date in accordance with this Agreement.

Actions Prior to the Distribution. (a) SpinCo Allergan and AMO shall cooperate in preparing, and AMO shall file with GPC the Commission, the Registration Statement, and such amendments or supplements thereto, as may be necessary in order to give effect cause the same to become and accomplish the Distributionremain effective as required by law, including filing such amendments to the Registration Statement as may be required by the Commission or Federal, state or foreign securities laws. AMO shall use its reasonable efforts to cause the Registration Statement to become effective under the Exchange Act as soon as practicable within the one month period prior to the Distribution Date. Allergan and AMO shall also cooperate in preparing, filing with the Commission and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the preparation of all documents Contribution, the Distribution or the other transactions contemplated by this Agreement and the making of all filings required under Applicable Law in connection with the Distribution. GPC shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, the DistributionAncillary Agreements, including the selection of an investment bank or banks to manage the Distribution, as well as any financial, legal, accounting and other advisors of GPC, and SpinCo shall use reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by GPC. Without limiting the foregoing, prior to the Distribution, SpinCo shall and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed by GPC, reasonably cooperate in and take the following actions: (i) preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPC; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution; (iii) furnishing to any dealer manager or similar agent participating in the Distribution (A) “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo and is reasonably required in connection with the DistributionEmployee Matters Agreement. (b) GPC Representatives of AMO shall participate in the preparation of materials and SpinCo presentations as Allergan's legal and financial advisors shall deem necessary or desirable. (c) Allergan and AMO shall prepare and mail, on or prior to the Distribution Date and in accordance with Applicable LawDate, to the holders of GPC Allergan Common Stock, such information concerning GPCAMO, SpinCo and RMT Parent, their respective businessesits business, operations and management, the Distribution and such other matters as GPC Allergan shall reasonably shall determine and as may be required by Applicable Lawlaw. GPC Allergan and SpinCo shall AMO will prepare, and SpinCo shallAMO will, to the extent required by Applicable Lawunder applicable law, file with the SEC Commission any such documentation and any requisite no-action letter that GPC which Allergan determines are necessary or desirable to effectuate the Distribution, Distribution and GPC Allergan and SpinCo AMO shall each shall use its reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect to the foregoing thereto as soon as practicable. (cd) GPC Allergan and SpinCo AMO shall take all actions such action as may be necessary or desirable appropriate under any applicable securities, “the securities or blue sky” or comparable sky laws of the United States, the states and territories thereof States (and any comparable laws under any foreign jurisdiction jurisdiction) in connection with the Distribution. (de) GPC Allergan and SpinCo AMO shall cooperate and take all actions and reasonable steps reasonably necessary and appropriate to cause the conditions to the Distribution set forth in Section 4.04 3.04 (subject to Section 3.03 and Section 3.04(a)(viii)) to be satisfied as soon as practicable and to effect the Distribution on the Distribution Date Date. (f) AMO shall prepare and file, and shall use its reasonable efforts to have approved, an application for the listing of the AMO Common Stock to be distributed in accordance the Distribution on the New York Stock Exchange, subject to official notice of distribution. (g) Allergan shall pay all third party costs, fees and expenses relating to the costs of producing and filing the Registration Statement, and printing, mailing and otherwise distributing the Information Statement. (h) The parties agree to comply with this the provisions of the Tax Sharing Agreement relating to the taking of actions or inactions that may affect the Section 355 Tax Treatment (as defined in the Tax Sharing Agreement).

Actions Prior to the Distribution. (a) SpinCo shall cooperate with GPC to give effect to and accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. GPC shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial, legal, accounting and other advisors of GPC, and SpinCo shall use reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by GPC. Without limiting the foregoing, prior to the Distribution, SpinCo shall and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed by GPC, reasonably cooperate in and take the following actions: (i) %4. preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPC; (ii) %4. participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution; (iii) %4. furnishing to any dealer manager or similar agent participating in the Distribution (A) %5. “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) %5. opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) %4. furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo and is reasonably required in connection with the Distribution. (b) GPC and SpinCo shall prepare and mail, prior to the Distribution Date and in accordance with Applicable Law, to the holders of GPC Common Stock, such information concerning GPC, SpinCo and RMT Parent, their respective businesses, operations and management, the Distribution and such other matters as GPC reasonably shall determine and as may be required by Applicable Law. GPC and SpinCo shall prepare, and SpinCo shall, to the extent required by Applicable Law, file with the SEC any such documentation and any requisite no-action letter that GPC determines are necessary or desirable to effectuate the Distribution, and GPC and SpinCo each shall use reasonable best efforts to obtain all necessary approvals from the SEC with respect to the foregoing as soon as practicable. (c) GPC and SpinCo shall take all actions as may be necessary or desirable under any applicable securities, “blue sky” or comparable laws of the United States, the states and territories thereof and any foreign jurisdiction in connection with the Distribution. (d) GPC and SpinCo shall take all actions and steps reasonably necessary and appropriate to cause the conditions to the Distribution set forth in Section 4.04 to be satisfied as soon as practicable and to effect the Distribution on the Distribution Date in accordance with this Agreement.

Actions Prior to the Distribution. (a1) SpinCo Company shall use reasonable commercial efforts to cooperate with GPC Investor to give effect to and accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. GPC Investor shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial, legal, accounting and other advisors of GPCInvestor, and SpinCo Company shall use reasonable best commercial efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed requested by GPCInvestor. Notwithstanding the foregoing, in the event that the Distribution requires a regulatory filing by the Company, then the Company shall be entitled to direct and control such filing. Without limiting the foregoing, prior to the Distribution, SpinCo Company shall use commercially reasonable efforts to, and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed requested by GPCInvestor, reasonably cooperate in and take the following actions: (i) preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPCInvestor; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution; (iii) furnishing to any dealer manager or similar agent participating in the Distribution (A) “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo Company and is reasonably required in connection with the Distribution. (b2) GPC Investor and SpinCo Company shall prepare and mail, prior to the Distribution Date and in accordance with Applicable Law, to the holders of GPC Investor Common Stock, such information concerning GPC, SpinCo Company and RMT ParentInvestor, their respective businesses, operations and management, the Distribution and such other matters as GPC Investor reasonably shall determine and as may be required by Applicable Law. GPC Investor and SpinCo Company shall use reasonable commercial efforts to prepare, and SpinCo Company shall, to the extent required by Applicable Law, file with the SEC applicable securities regulators and exchanges any such documentation and any requisite no-action letter that GPC Investor reasonably determines are necessary or desirable to effectuate the Distribution, and GPC Investor and SpinCo Company each shall use reasonable best commercial efforts to obtain all necessary approvals from the SEC applicable securities regulators and exchanges with respect to the foregoing as soon as practicable. (c3) GPC Investor and SpinCo Company shall take all actions as may be reasonably necessary or desirable under any applicable securities, “blue sky” or comparable laws of the United States, the states and territories thereof and any foreign jurisdiction in connection with the Distribution. (d4) GPC Investor and SpinCo Company shall use reasonable commercial efforts to take all actions and steps reasonably necessary and appropriate to cause the conditions to the Distribution set forth in Section 4.04 2.2(d) to be satisfied as soon as practicable and to effect the Distribution on the Distribution Date in accordance with this Agreement. (5) Notwithstanding any other provision of this Agreement, if the Company is in possession of material information that has not been disclosed to the public and the Company, in accordance with the advice of its counsel, reasonably deems it to be advisable not to disclose such information in a prospectus, registration statement or other public filing and, in the reasonable judgment of the Managers, there is a reasonable likelihood that such disclosure would be materially adverse to the Company’s interests, be seriously detrimental to the Company’s shareholders, or would materially interfere with any financing, acquisition, disposition, arrangement, amalgamation, merger, business combination or similar transaction involving the Company, then the period during which the Company would otherwise be required to make such disclosure will be extended while such information remains non-public for a period not to exceed sixty (60) days after such notice of Conversion; provided, however, that the Company may not invoke this right more than once.

Actions Prior to the Distribution. (a1) SpinCo Company shall use reasonable commercial efforts to cooperate with GPC Investor to give effect to and accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. GPC Investor shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial, legal, accounting and other advisors of GPCInvestor, and SpinCo Company shall use reasonable best commercial efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed requested by GPCInvestor. Notwithstanding the foregoing, in the event that the Distribution requires a regulatory filing by the Company, then the Company shall be entitled to direct and control such filing. Without limiting the foregoing, prior to the Distribution, SpinCo Company shall use commercially reasonable efforts to, and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed requested by GPCInvestor, reasonably cooperate in and take the following actions: (i) preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPCInvestor; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution; (iii) furnishing to any dealer manager or similar agent participating in the Distribution (A) “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo Company and is reasonably required in connection with the Distribution. (b2) GPC Investor and SpinCo Company shall prepare and mail, prior to the Distribution Date and in accordance with Applicable Law, to the holders of GPC Investor Common Stock, such information concerning GPC, SpinCo Company and RMT ParentInvestor, their respective businesses, operations and management, the Distribution and such other matters as GPC Investor reasonably shall determine and as may be required by Applicable Law. GPC Investor and SpinCo Company shall use reasonable commercial efforts to prepare, and SpinCo Company shall, to the extent required by Applicable Law, file with the SEC applicable securities regulators and exchanges any such documentation and any requisite no-action letter that GPC Investor reasonably determines are necessary or desirable to effectuate the Distribution, and GPC Investor and SpinCo Company each shall use reasonable best commercial efforts to obtain all necessary approvals from the SEC applicable securities regulators and exchanges with respect to the foregoing as soon as practicable. (c3) GPC Investor and SpinCo Company shall take all actions as may be reasonably necessary or desirable under any applicable securities, “blue sky” or comparable laws of the United States, the states and territories thereof and any foreign jurisdiction in connection with the Distribution. (d4) GPC Investor and SpinCo Company shall use reasonable commercial efforts to take all actions and steps reasonably necessary and appropriate to cause the conditions to the Distribution set forth in Section 4.04 2.2(d) to be satisfied as soon as practicable and to effect the Distribution on the Distribution Date in accordance with this Agreement. (5) Notwithstanding any other provision of this Agreement, if the Company is in possession of material information that has not been disclosed to the public and the Company, in accordance with the advice of its counsel, reasonably deems it to be advisable not to disclose such information in a prospectus, registration statement or other public filing and, in the reasonable judgment of the Board of Directors, there is a reasonable likelihood that such disclosure would be materially adverse to the Company’s interests, be seriously detrimental to the Company’s shareholders, or would materially interfere with any financing, acquisition, disposition, arrangement, amalgamation, merger, business combination or similar transaction involving the Company, then the period during which the Company would otherwise be required to make such disclosure will be extended while such information remains non-public for a period not to exceed sixty (60) days after such notice of Conversion; provided, however, that the Company may not invoke this right more than once.