Common use of Global Conditions Clause in Contracts

Global Conditions. Implementation of the Distribution pursuant to Clause 5 (The Distribution) shall, subject to Applicable Law, be conditional on the following Global Conditions having been fulfilled (or waived by Novartis, in whole or in part, in its sole discretion). It is understood that the following Global Conditions are to be interpreted in accordance with the respective conditions stated in the resolution of the general meeting of shareholders of Novartis of 28 February 2019 approving the Distribution, which shall prevail in case of any inconsistency: (a) the Novartis shareholders shall have authorised and approved the Distribution, and not withdrawn such authorisation and approval, in accordance with Swiss law; (b) the Listing Shares shall have been admitted to listing on the SIX and the NYSE as from the ex-dividend date (subject to technical deliverables only); (c) the Commission shall have declared effective the Registration Statement, no stop order suspending the effectiveness of this Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission; (d) no Order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Separation and/or the Distribution shall be in effect, and no other event outside the control of Novartis shall have occurred or shall have failed to occur that prevents the consummation of the Separation and/or the Distribution (including, but not limited to, the Novartis Group not being able to complete the internal transactions required to effect the Separation due to elements outside of its reasonable control); and (e) no other events or developments shall have occurred prior to the ex-dividend date for the Distribution that, in the judgment of the Novartis board of directors, would result in the Separation and/or the Distribution having a material adverse effect (including, but not limited to, material adverse Tax consequences or risks) on Novartis or its shareholders.

Global Conditions. Implementation of the Distribution pursuant to Clause 5 (The Distribution) shall, subject to Applicable Law, be conditional on the following Global Conditions having been fulfilled (or waived by Novartis, in whole or in part, in its sole discretion). It is understood that the following Global Conditions are to be interpreted in accordance with the respective conditions stated in the resolution of the general meeting of shareholders of Novartis of 28 February 2019 held on 15 September 2023 approving the Distribution, which shall prevail in case of any inconsistency: (a) the board of directors of Novartis shall have endorsed the implementation of the Separation and the Distribution and shall not have withdrawn such endorsement; (b) the Novartis shareholders shall have authorised authorized and approved the Distribution, and shall not have withdrawn such authorisation authorization and approval, in accordance with Swiss law; (bc) the Listing Shares shall have been admitted to listing on the SIX and the NYSE as from the ex-dividend date (subject to technical deliverables only); (cd) Sandoz shall have established a Level 1 ADR program in respect of the Listing Shares to enable distribution to holders of American depositary shares representing Novartis Shares (Novartis ADRs) issued pursuant to the deposit agreement among Novartis, XX Xxxxxx Xxxxx Bank, N.A., dated 23 December 2022 and all owners and holders from time to time of Novartis ADRs (the ADR Program); (e) the Commission SEC shall have declared effective the Sandoz ADR Registration Statement, no stop order suspending the effectiveness of this Sandoz ADR Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the CommissionSEC; (df) no Order, injunction or decree issued by any Governmental Entity of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Separation and/or the Distribution shall be in effect, and no other event outside the control of Novartis shall have occurred or shall have failed to occur that prevents the consummation of the Separation and/or the Distribution (including, but not limited to, the Novartis Group not being able to complete the internal transactions required to effect the Separation due to elements outside of its reasonable control); and (eg) no other events or developments shall have occurred prior to the ex-dividend date for the Distribution that, in the judgment of the Novartis board of directors, would result in the Separation and/or the Distribution having a material adverse effect (including, but not limited to, material adverse Tax consequences or risks) on Novartis or its shareholders, together, the Global Conditions.