Common use of Additional Covenants of the Stockholder Clause in Contracts

Additional Covenants of the Stockholder. The Stockholder hereby covenants and agrees with McKesson and Merger Sub that, until this Agreement terminates: (a) The Stockholder will not at any time, directly or indirectly, solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any Competing Transaction, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for a Competing Transaction. (b) The Stockholder shall take all actions necessary to call, or cause AmeriSource to call, the AmeriSource Stockholders Meeting, in accordance with the provisions of the Merger Agreement, and shall use his best efforts to cause such meeting to be held and completed on the date scheduled for such meeting. (c) The Stockholder will not, during the 30 days prior to the Effective Time, sell, transfer or otherwise dispose of or reduce his risk (as contemplated by the SEC Accounting Series Release No. 135) with respect to the Shares or shares of Parent Common Stock that he may hold. Provided that McKesson is not in breach of the provisions of Section 5(b), the Stockholder will not sell, transfer or otherwise dispose of or reduce his risk (as contemplated by SEC Accounting Series Release No. 135) with respect to any Parent Common Stock received by him in the Merger or any other shares of Parent Common Stock until after such time as combined financial results (including combined sales and net income) covering at least 30 days of combined operations of AmeriSource and Parent have been published by Parent, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10Q or 8-K, or any other public filing or announcement which includes such combined results of operations. (d) The Stockholder will deliver to McKesson at McKesson's request (i) a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 4, and (ii) such additional written representations as may be reasonably requested by Dechert, Price & Rhoads or Fried, Frank, Xxxxxx, Shriver & Jacobson. (x) Txx Xxxxxholder will not take any action which would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. (f) The Stockholder will execute the AmeriSource Affiliate Letter promptly upon request therefor, which letter shall be in the form attached to the Merger Agreement as Exhibit A-1.

Additional Covenants of the Stockholder. The Stockholder hereby --------------------------------------- covenants and agrees with McKesson and Merger Sub that, until this Agreement terminates: (a) The Stockholder will not at any time, directly or indirectly, solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any Competing Transaction, or authorize or permit any of its affiliates that it controls ("Controlled Affiliates") or any of its or its Controlled Affiliates' directors, officers, employees, agents or representatives to so act, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for a Competing Transaction. (b) The Stockholder shall take all actions necessary to call, or cause AmeriSource to call, the AmeriSource Stockholders Meeting, in accordance with the provisions of the Merger Agreement, and shall use his its best efforts to cause such meeting to be held and completed on the date scheduled for such meeting. (c) At the request of McKesson, the Stockholder shall take all actions (including, without limitation, making or causing to be made all necessary filings with all appropriate Governmental Authorities) necessary for the Shares that are AmeriSource Class B Stock, or such portion thereof as McKesson may request (but not in excess of the number of shares that would cause the Stockholder to hold in excess of 19% of the outstanding voting securities of AmeriSource), to be converted into AmeriSource Class A Stock. (d) The Stockholder will not, during the 30 days prior to the Effective Time, sell, transfer or otherwise dispose of or reduce his its risk (as contemplated by the SEC Accounting Series Release No. 135) with respect to the Shares or shares of Parent Common Stock that he it may hold. Provided that McKesson is not in breach of the provisions of Section 5(b), the Stockholder will not sell, transfer or otherwise dispose of or reduce his its risk (as contemplated by SEC Accounting Series Release No. 135) with respect to any Parent Common Stock received by him it in the Merger or any other shares of Parent Common Stock until after such time as combined financial results (including combined sales and net income) covering at least 30 days of combined operations of AmeriSource and Parent have been published by Parent, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10Q or 8-K, or any other public filing or announcement which includes such combined results of operations. (de) The Stockholder will deliver to McKesson at McKesson's request (i) a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 4, and (ii) such additional written representations as may be reasonably requested by Dechert, Price & Rhoads Xxxxxx or Fried, Frank, XxxxxxHarris, Shriver Xxxxxxx & JacobsonXxxxxxxx. (xf) Txx Xxxxxholder The Stockholder will not take any action which would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. (fg) The Stockholder will execute the AmeriSource Affiliate Letter promptly upon request therefor, which letter shall be in the form attached to the Merger Agreement hereto as Exhibit A-1.Annex B.

Additional Covenants of the Stockholder. The Stockholder hereby covenants and agrees with McKesson Parent and Merger Sub that, until this Agreement terminates: (a) The Stockholder will not at any time, directly or indirectly, solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any Competing Transaction, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for a Competing Transaction. (b) The Stockholder shall take all actions necessary to call, or cause AmeriSource X.X. Xxxxx to call, the AmeriSource Company Stockholders Meeting, in accordance with the provisions of the Merger Agreement, and shall use his such Stockholders' best efforts to cause such meeting to be held and completed on the date scheduled for such meeting. (cb) The Stockholder will not, during the 30 days prior to the Effective Time, sell, transfer or otherwise dispose of or reduce his such Stockholder's risk (as contemplated by the SEC Accounting Series Release No. 135) with respect to the Shares or shares of Parent Common Stock that he Stockholder may hold. Provided that McKesson is not in breach of the provisions of Section 5(b), the The Stockholder will not sell, transfer or otherwise dispose of or reduce his risk (as contemplated by SEC Accounting Series Release No. 135) with respect to any Parent Common Stock received by him in the Merger or any other shares of Parent Common Stock until after such time as combined financial results (including combined sales and net income) covering at least 30 days of combined operations of AmeriSource X.X. Xxxxx and Parent have been published by Parent, in the form of a quarterly earnings report, an effective registration statement filed with the CommissionSEC, a report to the Commission SEC on Form 10-K, 10Q 10-Q or 8-K, or any other public filing or announcement which includes such combined results of operations. (dc) The Stockholder will deliver to McKesson Parent at McKessonParent's request (i) a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 4, and (ii) such additional written representations as may be reasonably requested by Dechert, Dechert Price & Rhoads Xxxxxx or Fried, Frank, Xxxxxx, Shriver & JacobsonXxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP. (xd) Txx Xxxxxholder The Stockholder will not take any action which that would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) 368 of the Code. (fe) The Stockholder will execute the AmeriSource Company Affiliate Letter Agreement promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement as Exhibit A-1Agreement. (f) The Stockholder represents and warrants that, to the knowledge of the Stockholder, the Company has not fraudulently breached in any material respect any of the representations and warranties of the Company contained in the Merger Agreement.

Additional Covenants of the Stockholder. The Stockholder hereby further covenants and agrees with McKesson and Merger Sub that, until as follows: 9.1 From the date of this Agreement terminates: until the Expiration Time, the Stockholder (a) shall not, and shall direct and cause its Affiliates and its and their respective Representatives not to, take any action that the Company would then be prohibited from taking under Section 5.17 of the Merger Agreement and (b) agrees to, and shall direct and cause its Affiliates and its and their respective Representatives to, comply with the obligations applicable to the Company’s Representatives pursuant to Section 5.17 of the Merger Agreement as if the Stockholder was a party thereto. The Stockholder will not at any time, directly or indirectly, solicit, initiate, encourage or facilitate, or furnish or disclose non-public information in furtherance of, any inquiries or the making of any proposal with respect to any Competing Transactionshall, and will shall cause its Representatives to, cease immediately cease and cause to be terminated all existing activities, discussions and negotiations that commenced prior to the date hereof regarding any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal. Each of the Stockholder, Newco 3 and Newco 2A shall promptly notify Parent if it receives, on or after the date hereof, an Acquisition Proposal involving any Person or group, including the nature of such inquiry, provided that to do so would not be in breach of any confidentiality obligation. 9.2 The Stockholder agrees from the date hereof until the Expiration Time, to promptly (and in any event within five Business Days) notify Parent in writing if it or its Affiliates becomes the Beneficial Owner or owner of record of any additional Shares after the date hereof, including the number and other terms in respect thereof, and agrees that any Shares hereafter acquired by the Stockholder shall be subject to the terms and conditions of this Agreement to the same extent as if the Stockholder was the owner of record or Beneficial Owner of such Shares as of the date hereof. 9.3 Each of the Stockholder, Newco 3 and Newco 2A acknowledges that the Company, Parent, Merger Sub 1 and Merger Sub 2 may, in Parent’s sole discretion, file a form of this Agreement and make any other announcements, disclosures or filings with the SEC or any parties conducted heretofore other Governmental Authority relating to (i) this Agreement or the Lender Support Agreement or (ii) such Stockholder’s ownership of the Shares or (iii) the total amount of Xxxxxxxxx Debt under any Xxxxxxxxx Debt Document which constitutes Support Debt (each as defined in the Lender Support Agreement), including as contemplated or required in connection with obligations set forth in Section 5.6 of the Merger Agreement. Each of the Stockholder, Newco 3 and Newco 2A agrees that it will promptly notify Parent of any changes to its holdings for purposes of any such announcement, disclosure or filing. 9.4 The Stockholder irrevocably and unconditionally waives, and agrees to cause to be waived, and agrees not to exercise or perfect, and agrees to prevent the exercise or perfection of, any rights of appraisal, any dissenters’ rights and any similar rights (including any notice requirements related thereto) relating to the transactions contemplated by the Merger Agreement, including the First Merger, that the Stockholder may have with respect to any proposal for a Competing Transactionof its Shares in connection with the First Merger or the Merger Agreement and the other transactions contemplated by the Merger Agreement (including all rights under Section 262 of the DGCL or otherwise). (b) 9.5 The Stockholder shall agrees, and agrees to cause its Affiliates, to take (or cause to be taken) all actions necessary to callterminate all Contracts to which it or such Affiliate is a party with the Company or its Subsidiaries (except for those Contracts set forth on Section 5.15 of the Company Disclosure Letter) as of the Effective Time in a manner such that none of the Company, Surviving Corporation or cause AmeriSource any of their respective Affiliates (including, from and after the Effective Time, Parent and its Subsidiaries) has any liability or obligation at or following the Effective Time pursuant thereto. 9.6 The Stockholder agrees to callwaive, if applicable to its Shares, any rights under any agreement providing for redemption rights, put rights, purchase rights, preemptive rights, rights of first refusal, rights of first offer, rights to notice or other similar rights, in each case solely in connection with, and subject to the consummation of, the AmeriSource Stockholders Meetingtransactions contemplated by the Merger Agreement, in accordance with including the provisions First Merger. 9.7 The Stockholder shall not, and shall direct and cause its Affiliates and its and their respective Representatives not to, take any action that the Company would then be prohibited from taking under Section 5.11 of the Merger Agreement, provided, however, that this obligation shall not apply to any non-public disclosures by the Stockholder to its Affiliates (including, for the avoidance of doubt, Newco 2A and shall use his best efforts to cause such meeting Newco 3) and its and their respective lenders. 9.8 The Stockholder hereby irrevocably agrees to be held bound by Section 5.6, Section 5.14 and completed on the date scheduled for such meeting. (c) The Stockholder will not, during the 30 days prior to the Effective Time, sell, transfer or otherwise dispose of or reduce his risk (as contemplated by the SEC Accounting Series Release No. 135) with respect to the Shares or shares of Parent Common Stock that he may hold. Provided that McKesson is not in breach of the provisions of Section 5(b), the Stockholder will not sell, transfer or otherwise dispose of or reduce his risk (as contemplated by SEC Accounting Series Release No. 135) with respect to any Parent Common Stock received by him in the Merger or any other shares of Parent Common Stock until after such time as combined financial results (including combined sales and net income) covering at least 30 days of combined operations of AmeriSource and Parent have been published by Parent, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10Q or 8-K, or any other public filing or announcement which includes such combined results of operations. (d) The Stockholder will deliver to McKesson at McKesson's request (i) a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 4, and (ii) such additional written representations as may be reasonably requested by Dechert, Price & Rhoads or Fried, Frank, Xxxxxx, Shriver & Jacobson. (x) Txx Xxxxxholder will not take any action which would jeopardize qualification 7.3 of the Merger as a reorganization within the meaning of Section 368(a) of the Code. (f) The Stockholder will execute the AmeriSource Affiliate Letter promptly upon request therefor, which letter shall be in the form attached Agreement to the Merger Agreement as Exhibit A-1extent applicable to Company Stockholders.

Additional Covenants of the Stockholder. The Stockholder hereby covenants and agrees with McKesson Parent and Merger Sub that, until this Agreement terminates: (a) The Until the earlier of (i) the Effective Time, (ii) September 1, 1999, or (iii) the date of termination of the Merger Agreement pursuant to the provisions of Section 8.1 thereof, the Stockholder will not at any time, directly or indirectly, take any of the following actions with any party other than Parent and its designees: (a) solicit, initiateencourage, encourage initiate or facilitateparticipate in any negotiations or discussions with respect to, any offer or proposal to acquire all, substantially all or a significant portion of the Company's business, properties or technologies or any portion of the Company Capital Stock (whether or not outstanding) whether by merger, purchase of assets, or furnish otherwise, or disclose non-public information in furtherance ofeffect any such transaction, any inquiries or the making of any proposal with respect to any Competing Transaction, and will immediately cease all existing activities, discussions and negotiations with any parties conducted heretofore with respect to any proposal for a Competing Transaction. (b) The Stockholder shall take disclose any information not customarily disclosed to any person concerning the Company's business, technologies or properties or afford to any person or entity access to its properties, technologies, books or records, (c) assist or cooperate with any person to make any proposal to purchase all actions necessary to callor any part of the Company Capital Stock or assets, or cause AmeriSource (d) enter into any agreement with any person providing for the acquisition of all or any significant portion of the Company (whether by way of merger, purchase of assets, tender offer or otherwise). In addition to callthe foregoing, if the AmeriSource Stockholders MeetingStockholder receives, in accordance with prior to the provisions Effective Time or the termination of the Merger Agreement, any offer, proposal, or request relating to any of the above, the Stockholder shall immediately notify Parent thereof, including information as to the identity of the offer or the party making any such offer or proposal and shall use his best efforts to cause the specific terms of such meeting to be held offer or proposal, as the case may be, and completed on the date scheduled for such meetingother information related thereto as Parent may reasonably request. (cb) The Stockholder will not, during the 30 days prior to the Effective Time, sell, transfer or otherwise dispose of or reduce his such Stockholder's risk (as contemplated by the SEC Accounting Series Release No. 135) with respect to the Shares or shares of Parent Common Stock that he Stockholder may hold. Provided that McKesson is not in breach of the provisions of Section 5(b), the The Stockholder will not sell, transfer or otherwise dispose of or reduce his risk (as contemplated by SEC Accounting Series Release No. 135) with respect to any Parent Common Stock received by him in the Merger or any other shares of Parent Common Stock until after such time as combined financial results (including combined sales and net income) covering at least 30 days of combined operations of AmeriSource and Parent have been published by Parent, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to the Commission on Form 10-K, 10Q or 8-K, or any other public filing or announcement which includes such combined results of operations. (d) The Stockholder will deliver to McKesson at McKesson's request (i) a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 4, and (ii) such additional written representations as may be reasonably requested by Dechert, Price & Rhoads or Fried, Frank, Xxxxxx, Shriver & Jacobson. (x) Txx Xxxxxholder will not take any action which would jeopardize qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code. (f) The Stockholder will execute the AmeriSource Affiliate Letter promptly upon request therefor, which letter shall be in the form attached to the Merger Agreement as Exhibit A-1.net