Common use of Adjustments upon Share Issuances, Changes in Capitalization, Etc Clause in Contracts

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Common Stock or in the number of outstanding shares of Bergen Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX would have received in respect of Bergen Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (b) In the event that Bergen shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX or any IVAX Subsidiary, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX or any IVAX Subsidiary, to merge into Bergen and Bergen shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Common Stock shall be changed into or exchanged for stock or other securities of Bergen or any other person or cash or any other property or then outstanding shares of Bergen Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX or any IVAX Subsidiary, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX would have received in respect of Bergen Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (c) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Issuer Common Stock or in the number of outstanding shares of Bergen Issuer Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen Issuer (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen Issuer upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Grantee would have received in respect of Bergen Issuer Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such event, event or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (b) In the event that Bergen Issuer shall enter into an agreement (other than the Merger Agreement) (i) to consolidate participate in any consolidation, merger or other business combination with or merge into any person, other than IVAX Grantee or any IVAX SubsidiaryGrantee subsidiary, and (A) Issuer shall not be the continuing or surviving corporation of in such consolidation transaction or merger, (iiB) to permit any person, other than IVAX or any IVAX Subsidiary, to merge into Bergen and Bergen shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Common Stock Issuer shall be changed converted into or exchanged for other stock or other securities of Bergen Issuer or any other person or cash or any other property or then outstanding shares of Bergen Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iiiii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX Grantee or any IVAX SubsidiaryGrantee subsidiary, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Grantee would have received in respect of Bergen Issuer Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such transaction, transaction or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (c) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 1.04, 3.01 and 3.02, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen IVAX Common Stock or in the number of outstanding shares of Bergen IVAX Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen IVAX (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen IVAX upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Bergen shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Bergen would have received in respect of Bergen IVAX Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (b) In the event that Bergen IVAX shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX Bergen or any IVAX Bergen Subsidiary, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Bergen or any IVAX Bergen Subsidiary, to merge into Bergen IVAX and Bergen IVAX shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen IVAX Common Stock shall be changed into or exchanged for stock or other securities of Bergen IVAX or any other person or cash or any other property or then outstanding shares of Bergen IVAX Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX Bergen or any IVAX Bergen Subsidiary, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Bergen shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Bergen would have received in respect of Bergen IVAX Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (c) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen the Grantor Common Stock or in the number of outstanding shares of Bergen Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (b) In the event that Bergen the Grantor shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, to merge into Bergen the Grantor and Bergen the Grantor shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Grantor Common Stock shall be changed into or exchanged for stock or other securities of Bergen the Grantor or any other person or cash or any other property or then outstanding shares of Bergen Grantor Common Stock shall would after such merger represent less than 50% a majority of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (c) The All of the provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, Agreement shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.055.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Company Common Stock or in the number of outstanding shares of Bergen Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities the Shares to be issued by Bergen the Company upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in respect of Bergen to the Company Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and such Company Common Stock had elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (b) In the event that Bergen the Company shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, to merge into Bergen the Company and Bergen the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Company Common Stock shall be changed into or exchanged for stock or other securities of Bergen the Company or any other person or cash or any other property property, or then outstanding shares of Bergen Company Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in respect of Bergen Company Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and such Company Common Stock had elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (c) The rights of Parent under this Section 1.4 shall be in addition to, and shall in no way limit, its rights against the Company for any breach of the Merger Agreement. (d) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, Agreement shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.051.4.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Company Common Stock or in the number of outstanding shares of Bergen Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities the Shares to be issued by Bergen the Company upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in respect of Bergen to the Company Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property.2 (b) In the event that Bergen the Company shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, to merge into Bergen the Company and Bergen the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Company Common Stock shall be changed into or exchanged for stock or other securities of Bergen the Company or any other person or cash or any other property property, or then outstanding shares of Bergen Company Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in respect of Bergen Company Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and such Company Common Stock had elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (c) The rights of Parent under this Section 1.4 shall be in addition to, and shall in no way limit, its rights against the Company for any breach of the Merger Agreement. (d) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, Agreement shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.1.4. ARTICLE II

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Issuer Common Stock or in the number of outstanding shares of Bergen Issuer Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen Issuer (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen Issuer upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Grantee would have received in respect of Bergen Issuer Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such event, event or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (b) In If, during the event that Bergen shall enter term of this Agreement, the Issuer enters into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, person other than IVAX Grantee or any IVAX SubsidiaryGrantee subsidiary, and Issuer shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Grantee or any IVAX SubsidiaryGrantee subsidiary, to merge into Bergen Issuer and Bergen Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Issuer Common Stock shall be changed into or exchanged for stock or other securities of Bergen Issuer or any other person or cash or any other property or then outstanding shares of Bergen Issuer Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its Issuer's assets to any person, other than IVAX Grantee or any IVAX SubsidiaryGrantee subsidiary, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Grantee would have received in respect of Bergen Issuer Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such transaction, transaction or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (c) Notwithstanding any other provision of this Agreement, in no event shall the total number of Option Shares exceed nineteen and nine-tenths percent (19.9%) of the total number of shares of Issuer Common Stock issued and outstanding as of the date of this Agreement. (d) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 1.04, 4.01, 4.02, 6.01, 6.04, 7.01 and 3.027.03, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Issuer Common Stock or in the number of outstanding shares of Bergen Issuer Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen Issuer (including, without limitation, the declaration or 7 5 payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen Issuer upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Grantee would have received in respect of Bergen Issuer Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such event, event or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (b) In the event that Bergen Issuer shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX Merger Sub or any IVAX Subsidiaryother subsidiary of Grantee, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Merger Sub or any IVAX Subsidiaryother subsidiary of Grantee, to merge into Bergen Issuer and Bergen Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Issuer Common Stock shall be changed into or exchanged for stock or other securities of Bergen Issuer or any other person or cash or any other property or then outstanding shares of Bergen Issuer Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX Grantee or any IVAX Subsidiaryof its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Grantee would have received in respect of Bergen Issuer Common Stock if Grantee had exercised the Stock Option had been exercised immediately prior to such transaction, transaction or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (c) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 1.04, 3.01 and 3.02, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen the Grantor Common Stock or in the number of outstanding shares of Bergen Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change 5 5 in the corporate or capital structure of Bergen the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (b) In the event that Bergen the Grantor shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, to merge into Bergen the Grantor and Bergen the Grantor shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Grantor Common Stock shall be changed into or exchanged for stock or other securities of Bergen the Grantor or any other person or cash or any other property or then outstanding shares of Bergen Grantor Common Stock shall would after such merger represent less than 50% a majority of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (c) The All of the provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, Agreement shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.055.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Company Common Stock or in the number of outstanding shares of Bergen Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen Company upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in respect of Bergen Company Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (b) In the event that Bergen Company shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, to merge into Bergen Company and Bergen Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Company Common Stock shall be changed into or exchanged for stock or other securities of Bergen Company or any other person or cash or any other property or then the outstanding shares of Bergen Company Common Stock shall after such merger represent less than 5066% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in respect of Bergen Company Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (c) The provisions of this Agreement, including, without limitation, Sections Section 1.01, Section 1.02, 1.04 Section 1.04, Section 3.02 and 3.02Section 3.03, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.with

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Repap Common Stock Shares or in the number of outstanding shares of Bergen Repap Common Stock Shares by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen Repap (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen Repap upon exercise of the Stock Option and the Purchase Price shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX UPM shall receive upon exercise of the Stock Option the number and class of shares or and/or other securities or and/or cash and/or property that IVAX UPM would have received in respect of Bergen Repap Common Stock Shares if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected elected, to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. property (b) as UPM shall determine). In the event that Bergen Repap shall enter into an agreement (other than the Merger Acquisition Agreement) ): (i) to consolidate with with, amalgamate or merge into any person, other than IVAX UPM or any IVAX Subsidiarysubsidiary of UPM, and shall not be the continuing or surviving corporation of such consolidation consolidation, amalgamation or merger, ; (ii) to permit any person, other than IVAX UPM or any IVAX Subsidiarysubsidiary of UPM, to merge into Bergen Repap and Bergen Repap shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Repap Common Stock Shares shall be changed into or exchanged for stock shares or other securities of Bergen Repap or any other person or cash or any other property or the then outstanding shares of Bergen Repap Common Stock Shares shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation corporation; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX UPM or any IVAX Subsidiary, subsidiary of UPM; then, and in each such case, proper provision shall be made in the agreements governing such transaction (and the continuing or surviving or transferee corporation shall also enter into an agreement with UPM to provide UPM with such rights) so that IVAX UPM shall receive upon exercise of the Stock Option Option, the number and class of shares or and/or other securities or and/or cash and/or property that IVAX UPM would have received in respect of Bergen Repap Common Stock Shares if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and elected elected, to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. property (c) as UPM shall determine), and the Purchase Price shall be adjusted appropriately. The provisions of this Agreement, including, without limitation, Sections 1.011.1, 1.021.2, 1.04 1.4 and 3.023.2, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.051.5.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a1) In the event of any change in Bergen NEWBRIDGE Common Stock Shares or in the number of outstanding shares of Bergen NEWBRIDGE Common Stock Shares by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen NEWBRIDGE (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen NEWBRIDGE upon exercise of the Stock Option and the Purchase Price shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX ALCATEL shall receive upon exercise of the Stock Option the number and class of shares or and/or other securities or and/or cash and/or property that IVAX ALCATEL would have received in respect of Bergen NEWBRIDGE Common Stock Shares if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected elected, to the fullest extent it would have been permitted to elect, to receive such securities, cash or other propertyproperty (as ALCATEL shall determine). For greater certainty, following any such transaction, ALCATEL shall continue to be entitled to give a Cash Exercise Notice and be paid the Spread, determined in light of the Purchase Price, adjusted as aforesaid. (b2) In the event that Bergen NEWBRIDGE shall enter into an agreement (other than the Merger Agreement) ): (i) to consolidate with with, amalgamate or merge into any person, other than IVAX ALCATEL or any IVAX Subsidiarysubsidiary of ALCATEL, and shall not be the continuing or surviving corporation of such consolidation consolidation, amalgamation or merger, ; (ii) to permit any person, other than IVAX ALCATEL or any IVAX Subsidiarysubsidiary of ALCATEL, to merge into Bergen NEWBRIDGE and Bergen NEWBRIDGE shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen NEWBRIDGE Common Stock Shares shall be changed into or exchanged for stock shares or other securities of Bergen NEWBRIDGE or any other person or cash or any other property or the then outstanding shares of Bergen NEWBRIDGE Common Stock Shares shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation corporation; or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX ALCATEL or any IVAX Subsidiary, subsidiary of ALCATEL; then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX ALCATEL shall receive upon exercise of the Stock Option Option, the number and class of shares or and/or other securities or and/or cash and/or property that IVAX ALCATEL would have received in respect of Bergen NEWBRIDGE Common Stock Shares if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and elected elected, to the fullest extent it would have been permitted to elect, to receive such securities, cash or other propertyproperty (as ALCATEL shall determine), and the Purchase Price shall be adjusted appropriately. For greater certainty, following any such transaction, ALCATEL shall continue to be entitled to give a Cash Exercise Notice and be paid the Spread, determined in light of the Purchase Price, adjusted as aforesaid. (c3) The provisions of this Agreement, including, without limitation, Sections 1.011.1, 1.021.2, 1.04 1.4 and 3.023.2, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.051.5.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Western Common Stock or in the number of outstanding shares of Bergen Western Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen Western (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen Western upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Romarco shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Romarco would have received in respect of Bergen Western Common Stock if Romarco had exercised the Stock Option had been exercised immediately prior to such event, event or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (b) In the event that Bergen Western shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX Romarco or any IVAX Subsidiary, Merger Sub and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Romarco or any IVAX SubsidiaryMerger Sub, to merge into Bergen Western and Bergen Western shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Western Common Stock shall be changed into or exchanged for stock or other securities of Bergen Western or any other person or cash or any other property or then outstanding shares of Bergen Western Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all assets representing more than 50% of its assets to any person, other than IVAX Romarco or any IVAX Subsidiaryof its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Romarco shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Romarco would have received in respect of Bergen Western Common Stock if Romarco had exercised the Stock Option had been exercised immediately prior to such transaction, transaction or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (c) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 1.04, 3.01 and 3.02, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen the Grantor Common Stock or in the number of outstanding shares of Bergen Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change 17 5 in the corporate or capital structure of Bergen the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (b) In the event that Bergen the Grantor shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, to merge into Bergen the Grantor and Bergen the Grantor shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Grantor Common Stock shall be changed into or exchanged for stock or other securities of Bergen the Grantor or any other person or cash or any other property or then outstanding shares of Bergen Grantor Common Stock shall would after such merger represent less than 50% a majority of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (c) The All of the provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, Agreement shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.055.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen the Grantor Common Stock or in the number of outstanding shares of Bergen Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change 6 5 in the corporate or capital structure of Bergen the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (b) In the event that Bergen the Grantor shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, to merge into Bergen the Grantor and Bergen the Grantor shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Grantor Common Stock shall be changed into or exchanged for stock or other securities of Bergen the Grantor or any other person or cash or any other property or then outstanding shares of Bergen Grantor Common Stock shall would after such merger represent less than 50% a majority of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (c) The All of the provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, Agreement shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.055.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen the Grantor Common Stock or in the number of outstanding shares of Bergen Grantor Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change 5 in the corporate or capital structure of Bergen the Grantor (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen the Grantor upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (b) In the event that Bergen the Grantor shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, to merge into Bergen the Grantor and Bergen the Grantor shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Grantor Common Stock shall be changed into or exchanged for stock or other securities of Bergen the Grantor or any other person or cash or any other property or then outstanding shares of Bergen Grantor Common Stock shall would after such merger represent less than 50% a majority of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX the Grantee or any IVAX Subsidiaryof its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX the Grantee shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX the Grantee would have received in respect of Bergen the Grantor Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable applicable, and elected to the fullest extent it would have been permitted to elect, elect to receive such securities, cash or other property. (c) The All of the provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, Agreement shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.055.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Company Common Stock or in the number of outstanding shares of Bergen Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen Company upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in respect of Bergen Company Common Stock if the Stock Option had been exercised immediately prior to such event, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (b) In the event that Bergen Company shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, to merge into Bergen Company and Bergen Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Company Common Stock shall be changed into or exchanged for stock or other securities of Bergen Company or any other person or cash or any other property or then the outstanding shares of Bergen Company Common Stock shall after such merger represent less than 5066% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in respect of Bergen Company Common Stock if the Stock Option had been exercised immediately prior to such transaction, or the record date therefor, as applicable and elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (c) The provisions of this Agreement, including, without limitation, Sections Section 1.01, Section 1.02, 1.04 Section 1.04, Section 3.02 and 3.02Section 3.03, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Company Common Stock or in the number of outstanding shares of Bergen Company Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen the Company (including, without limitation, the declaration or payment of an extraordinary a dividend of cash, securities or other property), the type and number of shares or securities the Shares to be issued by Bergen the Company upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in with respect of Bergen to the Company Common Stock if the Stock Option had been exercised immediately prior to such event, event or the record date therefor, as applicable applicable, and such Company Common Stock had elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (b) In the event that Bergen the Company shall enter into an agreement (other than the Merger Agreement) (i) to consolidate with or merge into any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, to merge into Bergen the Company and Bergen the Company shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Company Common Stock shall be changed into or exchanged for stock or other securities of Bergen the Company or any other person or cash or any other property property, or the then outstanding shares of Bergen Company Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than IVAX Parent or any IVAX Subsidiaryone of its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Parent shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Parent would have received in with respect of Bergen to Company Common Stock if the Stock Option had been exercised immediately prior to such transaction, transaction or the record date therefor, as applicable applicable, and such Company Common Stock had elected to the fullest extent it would have been permitted to elect, to receive such securities, cash or other property. (c) The rights of Parent under this Section 1.4 shall be in addition to, and shall in no way limit, its rights against the Company for any breach of the Merger Agreement. (d) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 and 3.02, Agreement shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.051.4.

Adjustments upon Share Issuances, Changes in Capitalization, Etc. (a) In the event of any change in Bergen Romarco Common Stock or in the number of outstanding shares of Bergen Romarco Common Stock by reason of a stock dividend, split-up, recapitalization, combination, exchange of shares or similar transaction or any other extraordinary change in the corporate or capital structure of Bergen Romarco (including, without limitation, the declaration or payment of an extraordinary dividend of cash, securities or other property), the type and number of shares or securities to be issued by Bergen Romarco upon exercise of the Stock Option shall be adjusted appropriately, and proper provision shall be made in the agreements governing such transaction, so that IVAX Western shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Western would have received in respect of Bergen Romarco Common Stock if Western had exercised the Stock Option had been exercised immediately prior to such event, event or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (b) In the event that Bergen Romarco or any Romarco subsidiary shall enter into an agreement (other than the Merger Agreement) ) (i) to consolidate with or merge into any person, person other than IVAX or any IVAX Subsidiary, Western and shall not be the continuing or surviving corporation of such consolidation or merger, (ii) to permit any person, other than IVAX or any IVAX SubsidiaryWestern, to merge into Bergen Romarco and Bergen Romarco shall be the continuing or surviving corporation, but, in connection with such merger, the then outstanding shares of Bergen Romarco Common Stock shall be changed into or exchanged for stock or other securities of Bergen Romarco or any other person or cash or any other property or then outstanding shares of Bergen Romarco Common Stock shall after such merger represent less than 50% of the outstanding shares and share equivalents of the surviving corporation or (iii) to sell or otherwise transfer all or substantially all assets representing more than 50% of its assets to any person, other than IVAX Western or any IVAX Subsidiaryof its subsidiaries, then, and in each such case, proper provision shall be made in the agreements governing such transaction so that IVAX Western shall receive upon exercise of the Stock Option the number and class of shares or other securities or property that IVAX Western would have received in respect of Bergen Romarco Common Stock if Western had exercised the Stock Option had been exercised immediately prior to such transaction, transaction or the record date therefor, as applicable applicable, and had elected (to the fullest extent it would have been permitted to elect, ) to receive such securities, cash or other property. (c) The provisions of this Agreement, including, without limitation, Sections 1.01, 1.02, 1.04 1.04, 3.01 and 3.02, shall apply with appropriate adjustments to any securities for which the Stock Option becomes exercisable pursuant to this Section 1.05.