Common use of Conditions to the Mergers Clause in Contracts

Conditions to the Mergers. Section 8.01 Conditions to the Obligations of Each Party. The obligations of the Company and Buyer Parties to consummate the Mergers are subject to the satisfaction or waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder Approval shall have been obtained. (b) The Operating Trust Unitholder Approval shall have been obtained. (c) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending its effectiveness issued by the SEC, and no proceedings seeking such stop order shall have been initiated or, to the knowledge of the Company, threatened by the SEC. (d) Any waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act and the German Act shall have expired or been terminated, and any approval required thereunder shall have been obtained. (e) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Mergers illegal or prohibiting consummation of the Mergers Section 8.02 Conditions to the Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Mergers are subject to the satisfaction or waiver in writing of the following additional conditions: (a) The representations and warranties of the Company Parties contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects and the representations and warranties set forth in clause (b) of Section 4.08 shall be true and correct in all respects as of the date hereof and as of the Closing, as though made on and as of such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date).

Conditions to the Mergers. Section 8.01 SECTION 7.01. Conditions to the Obligations of Each PartyParty to Consummate the Mergers. The obligations of the Company and Buyer Parties parties hereto to consummate the Mergers Mergers, or to permit the consummation of the Mergers, are subject to the satisfaction or or, if permitted by applicable Law, waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder Approval the Registration Statement shall have been obtained. (b) The Operating Trust Unitholder Approval shall have been obtained. (c) The Form S-4 shall have become declared effective by the SEC under the Securities Act and shall not be the subject of any no stop order suspending its the effectiveness of the Registration Statement shall have been issued by the SEC, SEC and no proceedings seeking such stop order proceeding for that purpose shall have been initiated orby the SEC and not concluded or withdrawn; (b) each of this Agreement and the Mergers shall have been duly approved by the requisite vote of shareholders of each of IVAX and Bergen in accordance with the FBCA and the NJBCA, to respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the knowledge effect of making either of the Company, threatened by the SEC.Mergers illegal or otherwise prohibiting their consummation; (d) Any any waiting period (and any extension thereof) applicable to the consummation of the Mergers Reorganization under the HSR Act and the German Act or any other applicable competition, merger control or similar Law shall have expired or been terminated, and any approval required thereunder shall have been obtained.; (e) No Governmental Authority shall have enactedall consents, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect approvals and has the effect of making consummation of the Mergers illegal or prohibiting consummation of the Mergers Section 8.02 Conditions authorizations legally required to the Obligations of the Buyer Parties. The obligations of the Buyer Parties be obtained to consummate the Mergers are subject to the satisfaction or waiver in writing of the following additional conditions: (a) The representations and warranties of the Company Parties contained in this Agreement that (i) are not made as of a specific date Reorganization shall be true and correct as of the date of this Agreement and as of the Closinghave been obtained from all Governmental Entities, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of to obtain any such representations consent, approval or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and authorization would not result in a change in or have an effect on the business of IVAX or Bergen that is, or is reasonably likely to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of BBI and its respective subsidiaries, taken as a whole; (f) each of Arthur Andersen and Deloitte & Touche, as the independent publix xxxxuxxxxxx xf IVAX and Bergen, respectively, shall have issued an opinion, addressed to each of Bergen and IVAX, respectively, that the Mergers will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of BBI Common Stock into which the Shares will be expected converted pursuant to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects Article II hereof and the representations and warranties set forth in clause (b) shares of BBI Common Stock issuable upon the exercise of options pursuant to Section 4.08 2.08 hereof shall be true and correct in all respects as have been authorized for listing on the NYSE, subject to official notice of the date hereof and as of the Closing, as though made on and as of such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date)issuance.

Conditions to the Mergers. Section 8.01 7.1. Conditions to the Obligations of Each Party's Obligation to Effect the Mergers. The respective obligations of the Company and Buyer Parties each party to consummate effect the Mergers are shall be subject to the satisfaction fulfillment at or waiver in writing (where permissible) prior to the Effective Time of the following conditions: (a) The Company Shareholder R&B Stockholder Approval and the FDC Stockholder Approval shall have been obtainedobtained all in accordance with applicable law. (b) The Operating Trust Unitholder Approval No statute, rule, regulation, executive order, decree, ruling or injunction shall have been obtainedenacted, entered, promulgated or enforced by any court or other tribunal or governmental body or authority which prohibits the consummation of the Mergers substantially on the terms contemplated hereby. In the event any order, decree or injunction shall have been issued, each party shall use its reasonable efforts to remove any such order, decree or injunction. (c) The Form S-4 Registration Statement shall have become effective under in accordance with the provisions of the Securities Act and shall not be the subject of any no stop order suspending its such effectiveness issued by the SEC, and no proceedings seeking such stop order shall have been initiated or, to the knowledge of the Company, threatened by the SECissued and remain in effect. (d) The shares of Parent Common Stock issuable in the Mergers shall have been approved for listing on the NYSE, subject only to official notice of issuance. (e) Any applicable waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act and the German Act shall have expired or been terminated, terminated and any approval required thereunder other R&B Required Approvals and FDC Required Approvals shall have been obtained, except where the failure to obtain such other R&B Required Approvals and FDC Required Approvals would not have a Material Adverse Effect on R&B or FDC, as the case may be. (ef) No Governmental Authority Each of FDC and R&B shall have enactedreceived an opinion of its tax counsel, issuedSkadden, promulgatedArps, enforced or entered any injunctionSlate, orderXxxxxxx & Xxxx LLP and Cravath, decree or ruling (whether temporarySwaine & Xxxxx, preliminary or permanent) which is then respectively, in effect form and has substance reasonably satisfactory to it, and dated as of the Effective Time, to the effect that the Mergers will constitute transactions described in Sections 351 and/or Section 368(a) of making consummation the Code and that none of FDC, R&B, holders of FDC Common Stock or holders of R&B Common Stock shall recognize gain or loss for federal income tax purposes as a result of the Mergers illegal (other than with respect to any cash paid in lieu of fractional shares of FDC Common Stock or prohibiting consummation R&B Common Stock). In rendering such opinions, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Cravath, Swaine & Xxxxx may require delivery of and rely upon the MergersTax Certificates. Section 8.02 7.2. Conditions to the Obligations of R&B to Effect the Buyer PartiesR&B Merger. The obligations obligation of R&B to effect the Buyer Parties to consummate the Mergers are R&B Merger is further subject to the satisfaction or waiver in writing of the following additional conditions: conditions that (a) The the representations and warranties of the Company Parties FDC contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects and the representations and warranties set forth in clause (b) of Section 4.08 herein shall be true and correct in all respects (but without regard to any materiality qualifications or references to Material Adverse Effect contained in any specific representation or warranty) as of the Effective Time with the same effect as though made as of the Effective Time except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of representations and warranties that by their terms speak as of the date hereof and as of the Closing, as though made on and this Agreement or some other date will be determined as of such date and (iii) where any such failure of the representations and warranties in each case except the aggregate to be true and correct in all respects would not have a Material Adverse Effect on FDC, (b) FDC shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the extent expressly made as Effective Time and (c) FDC shall have delivered to R&B a certificate, dated the Effective Time and signed by its Chairman of the Board and Chief Executive Officer or a specific dateSenior Vice President, in which case as of certifying to both such specific date)effects.

Conditions to the Mergers. Section 8.01 7.1 Conditions to the Obligations of Each Party's Obligation to Effect the Mergers. The respective obligations of the Company and Buyer Parties each party to consummate effect the Mergers are shall be subject to the satisfaction fulfillment at or waiver in writing (where permissible) prior to the Effective Time of the following conditions: (a) The Company Shareholder OEI Stockholders' Approval and the UMC Stockholders' Approval shall have been obtainedobtained all in accordance with applicable law. (b) The Operating Trust Unitholder Approval No statute, rule, regulation, executive order, decree, ruling or injunction shall have been obtainedenacted, entered, promulgated or enforced by any court or other tribunal or governmental body or authority which prohibits the consummation of the Mergers substantially on the terms contemplated hereby. In the event any order, decree or injunction shall have been issued, each party shall use its reasonable efforts to remove any such order, decree or injunction. (c) The Form S-4 Registration Statement shall have become effective under in accordance with the provisions of the Securities Act and shall not be the subject of any no stop order suspending its such effectiveness issued by the SEC, and no proceedings seeking such stop order shall have been initiated or, to the knowledge of the Company, threatened by the SECissued and remain in effect. (d) The shares of OEI Common Stock issuable in the UMC Merger shall have been approved for listing on the NYSE, subject only to official notice of issuance. (e) Any applicable waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act and the German Act shall have expired or been terminated, terminated and any approval required thereunder other OEI Required Approvals and UMC Required Approvals shall have been obtained, except where the failure to obtain such other OEI Required Approvals and UMC Required Approvals would not have a Material Adverse Effect on OEI or UMC, as the case may be. (ef) No Governmental Authority UMC shall have enactedreceived an opinion of its tax counsel, issuedAkin, promulgatedGump, enforced or entered any injunctionStrauss, orderHauex & Xeld, decree or ruling (whether temporaryX.L.P., preliminary or permanent) which is then in effect form and has substance reasonably satisfactory to it, and dated as of the Effective Time, to the effect of making consummation that the UMC Merger will constitute a transaction described in Section 368(a) of the Mergers illegal or prohibiting consummation Code. OEI shall have received an opinion of its tax counsel, Andrxxx & Xurtx X.X.P., in form and substance reasonably satisfactory to it, and dated as of the Effective Time, to the effect that the Mergers will constitute transactions described in Section 368(a) of the Code. In rendering such opinions, Akin, Gump, Strauss, Hauex & Xeld, X.L.P. and Andrxxx & Xurtx X.X.P. may require delivery of and rely upon the Tax Certificates. (g) Each of UMC and OEI shall have received from Arthxx Xxxexxxx XXX a written opinion dated the Effective Time to the effect that the transactions contemplated by this Agreement, including the Mergers, when effected in accordance with the terms hereof, shall be accounted for in the consolidated financial statements of OEI and its Subsidiaries as a Pooling Transaction, and a copy of each party's respective opinion shall have been delivered to the other. Section 8.02 7.2 Conditions to the Obligations of OEI to Effect the Buyer PartiesMergers. The obligations obligation of OEI to effect the Buyer Parties to consummate Newco Merger and the Mergers are UMC Merger is further subject to the satisfaction or waiver in writing of the following additional conditions: conditions that (a) The the representations and warranties of the Company Parties UMC contained in this Agreement herein that (i) are not made qualified as of a specific date to materiality shall be true and correct as in all respects and each of the date of this Agreement and as of the Closing, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and of UMC contained herein that are not so qualified shall be true and correct in all material respects as of the Effective Time with the same effect as though made as of the Effective Time except (i) for changes specifically permitted by the terms of this Agreement, (ii) that the accuracy of representations and warranties that by their terms speak as of the date of this Agreement or some other date will be determined as of such date and (iii) where any such failure of the representations and warranties set forth in clause the aggregate to be true and correct in all respects would not have a UMC Material Adverse Effect, (b) UMC shall have performed in all material respects all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time, (c) UMC shall have delivered to OEI a certificate, dated the Effective Time and signed by its Chairman of the Board and Chief Executive Officer or a Senior Vice President, certifying to both such effects, (d) OEI shall have received from each person named in the UMC list referred to in Section 4.08 6.4(b) an executed copy of an agreement as provided in such Section and (e) Mr. Xxxxx X. Xxxxxx shall have entered into an employment agreement with OEI substantially in the form attached hereto as EXHIBIT E. Section 7.3 Conditions to Obligations of UMC to Effect the UMC Merger. The obligation of UMC to effect the UMC Merger is further subject to the conditions that (a) the representations and warranties of OEI contained herein that are qualified as to materiality shall be true and correct in all respects and each of the representations and warranties of OEI contained herein that are not so qualified shall be true and correct in all material respects as of the date hereof and as of the Closing, as though made on and as of such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date).Effective Time with

Conditions to the Mergers. Section 8.01 SECTION 7.01. Conditions to the Obligations of Each PartyParty to Consummate the Mergers. The obligations of the Company and Buyer Parties parties hereto to consummate the Mergers Mergers, or to permit the consummation of the Mergers, are subject to the satisfaction or or, if permitted by applicable Law, waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder Approval the Registration Statement shall have been obtained. (b) The Operating Trust Unitholder Approval shall have been obtained. (c) The Form S-4 shall have become declared effective by the SEC under the Securities Act and shall not be the subject of any no stop order suspending its the effectiveness of the Registration Statement shall have been issued by the SEC, SEC and no proceedings seeking such stop order proceeding for that purpose shall have been initiated orby the SEC and not concluded or withdrawn; (b) each of this Agreement and the Mergers shall have been duly approved by the requisite vote of shareholders of each of IVAX and Bergen in accordance with the FBCA and the NJBCA, to respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the knowledge effect of making either of the Company, threatened by the SEC.Mergers illegal or otherwise prohibiting their consummation; (d) Any any waiting period (and any extension thereof) applicable to the consummation of the Mergers Reorganization under the HSR Act and the German Act or any other applicable competition, merger control or similar Law shall have expired or been terminated, and any approval required thereunder shall have been obtained.; (e) No Governmental Authority shall have enactedall consents, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect approvals and has the effect of making consummation of the Mergers illegal or prohibiting consummation of the Mergers Section 8.02 Conditions authorizations legally required to the Obligations of the Buyer Parties. The obligations of the Buyer Parties be obtained to consummate the Mergers are subject to the satisfaction or waiver in writing of the following additional conditions: (a) The representations and warranties of the Company Parties contained in this Agreement that (i) are not made as of a specific date Reorganization shall be true and correct as of the date of this Agreement and as of the Closinghave been obtained from all Governmental Entities, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of to obtain any such representations consent, approval or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and authorization would not result in a change in or have an effect on the business of IVAX or Bergen that is, or is reasonably likely to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of BBI and its respective subsidiaries, taken as a whole; (f) each of Arthur Andersen and Deloitte & Touche, as the xxxxxexxxxx xxblic accountants of IVAX and Bergen, respectively, shall have issued an opinion, addressed to each of Bergen and IVAX, respectively, that the Mergers will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of BBI Common Stock into which the Shares will be expected converted pursuant to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects Article II hereof and the representations and warranties set forth in clause (b) shares of BBI Common Stock issuable upon the exercise of options pursuant to Section 4.08 2.08 hereof shall be true and correct in all respects as have been authorized for listing on the NYSE, subject to official notice of the date hereof and as of the Closing, as though made on and as of such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date)issuance.

Conditions to the Mergers. Section 8.01 SECTION 7.01. Conditions to the Obligations of Each PartyParty to Consummate the Mergers. The obligations of the Company and Buyer Parties parties hereto to consummate the Mergers Mergers, or to permit the consummation of the Mergers, are subject to the satisfaction or or, if permitted by applicable Law, waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder Approval the Registration Statement shall have been obtained. (b) The Operating Trust Unitholder Approval shall have been obtained. (c) The Form S-4 shall have become declared effective by the SEC under the Securities Act and shall not be the subject of any no stop order suspending its the effectiveness of the Registration Statement shall have been issued by the SEC, SEC and no proceedings seeking such stop order proceeding for that purpose shall have been initiated orby the SEC and not concluded or withdrawn; (b) each of this Agreement and the Mergers shall have been duly approved by the requisite vote of shareholders of each of IVAX and Bergen in accordance with the FBCA and the NJBCA, to respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the knowledge effect of making either of the Company, threatened by the SEC.Mergers illegal or otherwise prohibiting their consummation; (d) Any any waiting period (and any extension thereof) applicable to the consummation of the Mergers Reorganization under the HSR Act and the German Act or any other applicable competition, merger control or similar Law shall have expired or been terminated, and any approval required thereunder shall have been obtained.; (e) No Governmental Authority shall have enactedall consents, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect approvals and has the effect of making consummation of the Mergers illegal or prohibiting consummation of the Mergers Section 8.02 Conditions authorizations legally required to the Obligations of the Buyer Parties. The obligations of the Buyer Parties be obtained to consummate the Mergers are subject to the satisfaction or waiver in writing of the following additional conditions: (a) The representations and warranties of the Company Parties contained in this Agreement that (i) are not made as of a specific date Reorganization shall be true and correct as of the date of this Agreement and as of the Closinghave been obtained from all Governmental Entities, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of to obtain any such representations consent, approval or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and authorization would not result in a change in or have an effect on the business of IVAX or Bergen that is, or is reasonably likely to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of BBI and its respective subsidiaries, taken as a whole; (f) each of Arthur Andersen and Deloitte & Touche, as the independent pubxxx xxcxxxxxxxx of IVAX and Bergen, respectively, shall have issued an opinion, addressed to each of Bergen and IVAX, respectively, that the Mergers will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of BBI Common Stock into which the Shares will be expected converted pursuant to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects Article II hereof and the representations and warranties set forth in clause (b) shares of BBI Common Stock issuable upon the exercise of options pursuant to Section 4.08 2.08 hereof shall be true and correct in all respects as have been authorized for listing on the NYSE, subject to official notice of the date hereof and as of the Closing, as though made on and as of such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date)issuance.

Conditions to the Mergers. Section 8.01 SECTION 10.1. Conditions to the Obligations of Each PartyConcentric and NEXTLINK -------------------------------------------------------- to Consummate the Mergers. The obligations of the Company Concentric and Buyer Parties NEXTLINK to ------------------------- consummate the Mergers or the Alternative Merger, as applicable, are subject to the satisfaction or waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder the Concentric Stockholders' Approval shall have been obtained.; (b) The Operating Trust Unitholder Approval shall have been obtained. (c) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending its effectiveness issued by the SEC, and no proceedings seeking such stop order shall have been initiated or, to the knowledge of the Company, threatened by the SEC. (d) Any applicable waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act and relating to the German Act Mergers or the Alternative Merger, as applicable, shall have expired or been terminated; (c) no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the Mergers or the Alternative Merger, as applicable; provided, however, that each of the -------- parties shall have used its reasonable efforts to prevent the entry of any such restraints and to appeal as promptly as possible any approval required thereunder such restraints that may be entered; (d) the Registration Statement shall have been obtained.declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) No Governmental Authority the shares of Newco Common Stock (or NEXTLINK Common Stock, as applicable) to be issued in the Mergers shall have enactedbeen approved for quotation on Nasdaq, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Mergers illegal or prohibiting consummation of the Mergers Section 8.02 Conditions to the Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Mergers are subject to the satisfaction or waiver in writing official notice of the following additional conditions:issuance; (af) The representations Newco's Certificate of Incorporation shall provide for the issuance of Newco Common Stock and warranties each series of the Company Parties contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects and the representations and warranties set forth in clause (b) of Section 4.08 shall be true and correct in all respects as of the date hereof and as of the Closing, as though made on and as of such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date)Newco Preferred Stock.

Conditions to the Mergers. Section 8.01 SECTION 7.01. Conditions to the Obligations of Each PartyParty to Consummate the Mergers. The obligations of the Company and Buyer Parties parties hereto to consummate the Mergers Mergers, or to permit the consummation of the Mergers, are subject to the satisfaction or or, if permitted by applicable Law, waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder Approval the Registration Statement shall have been obtained. (b) The Operating Trust Unitholder Approval shall have been obtained. (c) The Form S-4 shall have become declared effective by the SEC under the Securities Act and shall not be the subject of any no stop order suspending its the effectiveness of the Registration Statement shall have been issued by the SEC, SEC and no proceedings seeking such stop order proceeding for that purpose shall have been initiated orby the SEC and not concluded or withdrawn; (b) each of this Agreement and the Mergers shall have been duly approved by the requisite vote of shareholders of each of IVAX and Bergen in accordance with the FBCA and the NJBCA, to respectively; (c) no court of competent jurisdiction shall have issued or entered any order, writ, injunction or decree, and no other Governmental Entity shall have issued any order, which is then in effect and has the knowledge effect of making either of the Company, threatened by the SEC.Mergers illegal or otherwise prohibiting their consummation; (d) Any any waiting period (and any extension thereof) applicable to the consummation of the Mergers Reorganization under the HSR Act and the German Act or any other applicable competition, merger control or similar Law shall have expired or been terminated, and any approval required thereunder shall have been obtained.; (e) No Governmental Authority shall have enactedall consents, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect approvals and has the effect of making consummation of the Mergers illegal or prohibiting consummation of the Mergers Section 8.02 Conditions authorizations legally required to the Obligations of the Buyer Parties. The obligations of the Buyer Parties be obtained to consummate the Mergers are subject to the satisfaction or waiver in writing of the following additional conditions: (a) The representations and warranties of the Company Parties contained in this Agreement that (i) are not made as of a specific date Reorganization shall be true and correct as of the date of this Agreement and as of the Closinghave been obtained from all Governmental Entities, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of to obtain any such representations consent, approval or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and authorization would not result in a change in or have an effect on the business of IVAX or Bergen that is, or is reasonably likely to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of BBI and its respective subsidiaries, taken as a whole; (f) each of Xxxxxx Xxxxxxxx and Deloitte & Touche, as the independent public accountants of IVAX and Bergen, respectively, shall have issued an opinion, addressed to each of Bergen and IVAX, respectively, that the Mergers will qualify for "pooling of interests" accounting treatment under applicable United States accounting rules, including, without limitation, applicable SEC accounting standards; and (g) the shares of BBI Common Stock into which the Shares will be expected converted pursuant to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects Article II hereof and the representations and warranties set forth in clause (b) shares of BBI Common Stock issuable upon the exercise of options pursuant to Section 4.08 2.08 hereof shall be true and correct in all respects as have been authorized for listing on the NYSE, subject to official notice of the date hereof and as of the Closing, as though made on and as of such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date)issuance.

Conditions to the Mergers. Section 8.01 9.01 Conditions to the Obligations of Each Party. The obligations of the Company PhoneTel, Davel, Davel Financing, D Sub and Buyer Parties P Sub to consummate the Mergers Transactions are subject to the satisfaction or waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder Approval the Transactions, including, but not limited to, the PhoneTel Restructuring, this Agreement and the PhoneTel Merger shall have been obtained.approved and adopted by the stockholders of PhoneTel in accordance with Ohio Law; (b) The Operating Trust Unitholder Approval the Transactions, including but not limited to, the Davel Restructuring, this Agreement and the Mergers shall have been obtained.approved by the stockholders of Davel in accordance with applicable law; (c) The no Governmental Entity shall have issued any judgment, injunction, order or decree or taken any other action permanently enjoining, restraining or otherwise prohibiting the Transactions, which judgment, injunction, order or decree or other action shall have become final and nonappealable; -42- (d) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending its effectiveness issued by the SEC, and no or proceedings seeking such a stop order shall have been initiated or, to the knowledge of the Company, threatened by the SEC. (d) Any waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act and the German Act shall have expired or been terminated, and any approval required thereunder shall have been obtained.order; (e) No Governmental Authority the PhoneTel Restructuring and the Davel Restructuring shall have enactedbeen consummated; and (f) the 2002 Credit Facility, issuedin an amount of no less that $10 million, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has shall continue to be available to Davel no later than the effect of making consummation of the Mergers illegal or prohibiting consummation of the MergersPhoneTel Effective Time. Section 8.02 9.02 Conditions to the Obligations of the Buyer PartiesDavel, Davel Financing, D Sub and P Sub. The obligations of the Buyer Parties Davel, Davel Financing, D Sub and P Sub to consummate the Mergers Transactions are subject to the satisfaction of the following additional conditions: (i) that the representations and warranties of PhoneTel as set forth in this Agreement shall be true and correct in all material respects as if made on and as of the Closing Date (other than those representations and warranties which address matters only as of a certain date, which shall be true and correct in all material respects as of such certain date) and PhoneTel shall have complied with or waiver performed in writing all material respects all agreements and covenants required to be complied with or performed by it under this Agreement at or prior to the Closing Date; provided, that, for purposes of determining whether the condition set forth in this Section 9.02(a) has been satisfied, no representation or warranty of PhoneTel shall be deemed untrue, incorrect, not complied with or not performed as a consequence of the existence or absence of any fact, circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with the representations or warranties of PhoneTel, has had or would reasonably be expected to have a PhoneTel Material Adverse Effect (disregarding for this purpose any materiality qualification contained in such representations or warranties); and (ii) The PhoneTel Merger shall have been contemporaneously consummated in the manner set forth in Section 2.01. Section 9.03 Conditions to the Obligations of PhoneTel. The obligations of PhoneTel to consummate the Transactions are subject to the satisfaction of the following additional conditions: (a) The the representations and warranties of the Company Parties contained Davel as set forth in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects as if made on and as of the Closing Date (other than those representations and warranties set forth in clause (b) which address matters only as of Section 4.08 a certain date, which shall be true and correct in all material respects as of such certain date) and Davel and P Sub shall have complied with or performed in all material respects all agreements and covenants required to be complied with or performed by them under this Agreement at or prior to the date hereof and Closing Date; provided, that, for purposes of determining whether the condition set forth in this Section 9.03(a) has been satisfied, no representation or warranty of Davel shall be deemed untrue, incorrect, not complied with or not performed as a consequence of the Closingexistence or absence of any fact, as though made on and as circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with the representations or warranties of Davel, has had or would reasonably be expected to have a Davel Material Adverse Effect (disregarding for this purpose any materiality qualification contained in such date representations or warranties); and (b) The Davel Merger shall have been contemporaneously consummated in each case except to the extent expressly made as of a specific date, manner set forth in which case as of such specific date)Section 3.01.

Conditions to the Mergers. Section 8.01 9.01 Conditions to the Obligations of Each Party. The obligations of the Company PhoneTel, Davel, Davel Financing, D Sub and Buyer Parties P Sub to consummate the Mergers Transactions are subject to the satisfaction or waiver in writing (where permissible) of the following conditions: (a) The Company Shareholder Approval the Transactions, including, but not limited to, the PhoneTel Restructuring, this Agreement and the PhoneTel Merger shall have been obtained.approved and adopted by the stockholders of PhoneTel in accordance with Ohio Law; (b) The Operating Trust Unitholder Approval the Transactions, including but not limited to, the Davel Restructuring, this Agreement and the Mergers shall have been obtained.approved by the stockholders of Davel in accordance with applicable law; (c) The no Governmental Entity shall have issued any judgment, injunction, order or decree or taken any other action permanently enjoining, restraining or otherwise prohibiting the Transactions, which judgment, injunction, order or decree or other action shall have become final and nonappealable; (d) the Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending its effectiveness issued by the SEC, and no or proceedings seeking such a stop order shall have been initiated or, to the knowledge of the Company, threatened by the SEC. (d) Any waiting period (and any extension thereof) applicable to the consummation of the Mergers under the HSR Act and the German Act shall have expired or been terminated, and any approval required thereunder shall have been obtained.order; (e) No Governmental Authority the PhoneTel Restructuring and the Davel Restructuring shall have enactedbeen consummated; and (f) the 2002 Credit Facility, issuedin an amount of no less that $10 million, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has shall continue to be available to Davel no later than the effect of making consummation of the Mergers illegal or prohibiting consummation of the MergersPhoneTel Effective Time. Section 8.02 9.02 Conditions to the Obligations of the Buyer PartiesDavel, Davel Financing, D Sub and P Sub. The obligations of the Buyer Parties Davel, Davel Financing, D Sub and P Sub to consummate the Mergers Transactions are subject to the satisfaction or waiver in writing of the following additional conditions: (ai) The that the representations and warranties of the Company Parties contained PhoneTel as set forth in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Closing, as though made on and as of such date, and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties (other than the representation in clause (b) of Section 4.08)) does not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 and 4.04 and shall be true and correct in all material respects as if made on and as of the Closing Date (other than those representations and warranties set forth in clause (b) which address matters only as of Section 4.08 a certain date, which shall be true and correct in all material respects as of such certain date) and PhoneTel shall have complied with or performed in all material respects all agreements and covenants required to be complied with or performed by it under this Agreement at or prior to the date hereof and Closing Date; provided, that, for -------- purposes of determining whether the condition set forth in this Section 9.02(a) has been satisfied, no representation or warranty of PhoneTel shall be deemed untrue, incorrect, not complied with or not performed as a consequence of the Closingexistence or absence of any fact, as though made on and as circumstance or event unless such fact, circumstance or event, individually or when taken together with all other facts, circumstances or events inconsistent with the representations or warranties of PhoneTel, has had or would reasonably be expected to have a PhoneTel Material Adverse Effect (disregarding for this purpose any materiality qualification contained in such date representations or warranties); and (ii) The PhoneTel Merger shall have been contemporaneously consummated in each case except to the extent expressly made as of a specific date, manner set forth in which case as of such specific date)Section 2.01.

Conditions to the Mergers. Section 8.01 SECTION 8.01. Conditions to the Obligations of Each Party. The obligations of the Company and Buyer Parties each party to consummate the Mergers and the other transactions contemplated hereby and by the ancillary agreements are subject to the satisfaction on or waiver in writing (where permissible) prior to the Closing Date of the following conditions: (a) The Company Shareholder Approval this Agreement shall have been obtained.approved and adopted by (i) the affirmative vote of the stockholders of each of B and A in accordance with the HBCA and B's and A's Articles of Incorporation, respectively, and otherwise in accordance with the applicable regulations of any applicable stock exchange or other regulatory body and (ii) in the case of the B Stockholders' Meeting, the affirmative vote of holders of at least a majority of "Qualified Shares", as such term is used in Section 414-264 of the HBCA; (b) The Operating Trust Unitholder Approval shall have been obtained. (c) The Form S-4 shall have become effective under the Securities Act and shall not be the subject of any stop order suspending its effectiveness issued by the SEC, and no proceedings seeking such stop order shall have been initiated or, to the knowledge of the Company, threatened by the SEC. (d) Any waiting period (and any extension thereof) ), if any, applicable to the consummation of the Mergers under the HSR Act and the German Act shall have expired or been terminated, and any approval required thereunder shall have been obtained.; (ec) No no Governmental Authority or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any injunctionlaw, orderrule, decree regulation, executive order or ruling (whether temporary, preliminary or permanent) Order which is then in effect and has the effect of making prohibiting consummation of the Mergers illegal and no Governmental Authority shall have instituted any judicial or prohibiting administrative proceeding which continues to be pending seeking any such result; (d) the Registration Statement shall have been declared effective under the Securities Act and the indenture pursuant to which the Notes are to be issued shall have been qualified under the Trust Indenture Act, and no stop order suspending the effectiveness of the Registration Statement or such qualification shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC; (e) the shares of Company Common Stock issuable in the Mergers pursuant to Article II and such other shares to be reserved for issuance in connection with the Mergers shall have been authorized for listing on the AMEX and PSE, or such other national securities exchange as the Company, B and A shall determine, subject only to official notice of issuance; (f) the Company, A, B, Newco A Sub and Newco B Sub shall have received all certifications and approvals from Governmental Authorities necessary to permit the Company and its subsidiaries to continue to conduct the business of B and A after the Effective Time except to the extent the failure to receive such certification and approval would not have a material adverse effect on the combined business that would have otherwise resulted from the consummation of the Mergers Section 8.02 Conditions to the Obligations of the Buyer Parties. The obligations of the Buyer Parties to consummate the Mergers are subject to the satisfaction or waiver in writing of the following additional conditions:; (ag) The representations all authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, or notifications to, any Governmental Authority required by Law in connection with the execution, delivery and warranties of the Company Parties contained in this Agreement that (i) are not made as of a specific date shall be true and correct as of the date performance of this Agreement and as of the Closingancillary agreements, as though made on shall have been obtained, filed, expired or given, except for filings in connection with the Mergers and as of such date, any other documents required to be filed after the Effective Time and (ii) are made as of a specific date shall be true and correct as of such date, in each case except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the combined business that would have otherwise resulted from the consummation of the Mergers; (h) all consents, approvals and waivers from non-Governmental Authority third parties shall have been obtained except to the extent the failure to receive such representations or warranties consents, approvals and waivers would not have a material adverse effect on the combined business that would have otherwise resulted from the consummation of the Mergers; (i) each of the parties to be true the Stockholders Agreement and correct the Registration Rights Agreement shall have executed and delivered such agreements in the forms attached hereto as Exhibit A and Exhibit B, respectively; (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” j) the closing conditions for the benefit of B set forth in such representations the Stock Purchase Agreements referred to in Sections 2.01(a)(ii) and warranties 2.01(a)(iii) hereof shall have been satisfied or waived by B with the consent of A and TW; (other than k) the representation closings under the Stock Purchase Agreements referred to in clause Sections 2.01(a)(ii) and 2.01(a)(iii) hereof shall have occurred; (bl) each of Section 4.08)) does not have and would not reasonably be expected the conditions to have, individually or in closing for the aggregate, a benefit of the Company Material Adverse Effect. In addition, the representations and warranties set forth in Sections 4.03 the C Merger Agreement shall have been satisfied or waived by the Company with the consent of A and 4.04 B; (m) the C Merger shall have been consummated in accordance with the C Merger Agreement; and (n) each of the amendments to the employment agreements of A's current Chief Executive Officer and shall be true and correct in all material respects and the representations and warranties set forth in clause (b) of Section 4.08 shall be true and correct in all respects A's current Chief Financial Officer dated as of the date hereof and as of the Closing, as though made on and as of shall have become effective or all conditions precedent to such date (in each case except to the extent expressly made as of a specific date, in which case as of such specific date)effectiveness shall have been satisfied or waived.