Common use of No Fractional Share Certificates Clause in Contracts

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI Common Stock shall be issued upon the surrender for exchange of certificates evidencing Shares, and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a shareholder of BBI or of either of the Surviving Corporations with respect to such fractional share interest. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 hereof over (ii) the aggregate number of full shares of BBI Common Stock to be distributed to holders of IVAX Common Stock and Bergen Common Stock pursuant to Section 2.05 hereof (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in subsection (c) of this Section 2.07. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of such exchange and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen Common Stock, the Exchange Agent shall hold such proceeds in trust for the holders of IVAX Common Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction the numerator of which is the amount of fractional share interests to which such holder of IVAX Common Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX Common Stock or Bergen Common Stock, respectively, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Common Stock or Bergen Common Stock, respectively, are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.07, IVAX and Bergen may agree at their option, exercised prior to the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Common Stock and/or Bergen Common Stock an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX Common Stock and/or Bergen Common Stock, as the case may be, held at the Effective Time by such holder) by (ii) the closing price for a share of BBI Common Stock on the NYSE Composite Transaction Tape on the first business day immediately following the Effective Time, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 hereof. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Common Stock or Bergen Common Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of IVAX Common Stock or Bergen Common Stock, subject to and in accordance with the terms of Section 2.05 hereof. (f) Any portion of the Exchange Fund, the IVAX Common Shares Trust or the Bergen Common Shares Trust which remains undistributed for six months after the Effective Time shall be delivered to BBI, and any holder of IVAX Common Stock or Bergen Common Stock who has not theretofore complied with the provisions of this Article II shall thereafter look only to BBI for satisfaction of their claims for BBI Common Stock or any cash in lieu of fractional shares of BBI Common Stock and any Presurrender Dividends.

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI CGI Common Stock shall be issued upon the surrender for exchange of certificates evidencing Sharesshares of STC Capital Stock, and an outstanding fractional share interest shall not entitle the owner thereof (i) to vote, (ii) to receive dividends or (iii) to any rights of a shareholder stockholder of BBI CGI or of either of the Surviving Corporations Corporation with respect to such fractional share interest. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI CGI Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 hereof 3.02 over (ii) the aggregate number of full shares of BBI CGI Common Stock to be distributed to holders of IVAX Common Stock and Bergen Common STC Capital Stock pursuant to Section 2.05 hereof 3.02 (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen Common STC Capital Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE")NMS, all in the manner provided in subsection (c) of this Section 2.073.04. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE NMS through one or more member firms of such exchange and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen Common STC Capital Stock, the Exchange Agent shall hold such proceeds in trust for the holders of IVAX Common STC Capital Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI CGI shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen Common STC Capital Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction the numerator of which is the amount of fractional share interests to which such holder of IVAX Common STC Capital Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX Common STC Capital Stock or Bergen Common Stock, respectively, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Common STC Capital Stock or Bergen Common Stock, respectively, are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.073.04, IVAX and Bergen may agree at their option, exercised prior to the Effective TimeCGI may, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Common Stock and/or Bergen Common STC Capital Stock an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX Common STC Capital Stock and/or Bergen Common Stock, as the case may be, held at the Effective Time by such holder) by (ii) the closing price for a share of BBI CGI Common Stock on the NYSE Composite Transaction Tape NMS on the first business day immediately following the Effective Time, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 hereof3.02. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Common Stock or Bergen Common STC Capital Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, excise or similar tax, to such holders of IVAX Common Stock or Bergen Common STC Capital Stock, subject to and in accordance with the terms of Section 2.05 hereof3.02. (f) Any portion of the Exchange Fund, the IVAX Common Shares Trust Fund or the Bergen Common Shares Trust which remains undistributed for six months after the Effective Time shall be delivered to BBICGI, and any holder of IVAX Common Stock or Bergen Common STC Capital Stock who has not theretofore complied with the provisions of this Article II III shall thereafter look only to BBI CGI for satisfaction of their claims for BBI CGI Common Stock or any cash in lieu of fractional shares of BBI CGI Common Stock and any Presurrender Dividends.

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI Xxxx Atlantic Common Stock shall will be issued in certificated or book entry form upon the surrender for exchange of certificates evidencing SharesOld Certificates, and an outstanding fractional share interest shall will not entitle the owner thereof to vote, to receive dividends or to any rights of a shareholder stockholder of BBI Xxxx Atlantic or of either of the Surviving Corporations Corporation with respect to such fractional share interest. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full whole shares of BBI Xxxx Atlantic Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 2.5 hereof over (ii) the aggregate number of full whole shares of BBI Xxxx Atlantic Common Stock to be distributed to holders of IVAX Common Stock and Bergen GTE Common Stock pursuant to Section 2.05 2.5 hereof (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen GTE Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. Exchange (the "NYSE"), all in the manner provided in subsection (c) of this Section 2.072.7. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of such exchange the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen Common Stock, the The Exchange Agent shall hold such shall, out of the proceeds in trust for from the holders sale of IVAX Common Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI shall Excess Shares, pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. Until the net proceeds of such sale or sales have been distributed to the holders of GTE Common Stock, the Exchange Agent will hold such proceeds in trust for the holders of GTE Common Stock (the "Common Shares Trust"). The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen GTE Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction the numerator of which is the amount of fractional share interests to which such holder of IVAX GTE Common Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX GTE Common Stock or Bergen Common Stock, respectively, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX GTE Common Stock or Bergen Common Stock, respectively, are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.072.7, IVAX GTE and Bergen Xxxx Atlantic may agree at their option, exercised prior to the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI to that Xxxx Atlantic shall pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Common Stock and/or Bergen GTE Common Stock an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX GTE Common Stock and/or Bergen Common Stock, as the case may be, held at the Effective Time by such holder) by (ii) the closing price for a share of BBI Xxxx Atlantic Common Stock on the NYSE Composite Transaction Tape on the first business day immediately following the Effective Time, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 hereof2.5 (a) hereof or, if previously issued, shall be returned to Xxxx Atlantic for cancellation. (e) As soon as practicable after the determination of the amount amounts of cash, if any, to be paid to holders of IVAX Common Stock or Bergen GTE Common Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of IVAX Common Stock or Bergen GTE Common Stock, subject to and in accordance with the terms of Section 2.05 2.5 hereof. (f) Any portion of the Exchange Fund, Fund and the IVAX Common Shares Trust or the Bergen Common Shares Trust which remains undistributed for six months after the Effective Time shall be delivered to BBIXxxx Atlantic, upon demand, and any holder holders of IVAX Common Stock or Bergen GTE Common Stock who has have not theretofore complied with the provisions of this Article II shall thereafter look only to BBI Xxxx Atlantic for satisfaction of their claims for BBI Xxxx Atlantic Common Stock or Stock, any cash in lieu of fractional shares of BBI Xxxx Atlantic Common Stock and any Presurrender Pre-Surrender Dividends.

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI Parent Class A Common Stock shall or Parent Class B Common Stock will be issued upon the surrender for exchange of certificates evidencing SharesGlobal Common Stock or U S West Common Stock or upon exercise of Global Rights or U S WEST Rights, and an outstanding fractional share interest shall will not entitle the owner thereof to vote, to receive dividends or to any rights of a shareholder stockholder of BBI Parent or of either of the a Surviving Corporations Corporation with respect to such fractional share interest. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI Parent Class A Common Stock and Parent Class B Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 hereof 2.4 hereof, over (ii) the aggregate number of full shares of BBI Parent Class A Common Stock and Parent Class B Common Stock to be distributed to holders of IVAX Global Common Stock and Bergen U S WEST Common Stock pursuant to Section 2.05 2.4 hereof (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Global Common Stock and Bergen U S WEST Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. NYSE or the Nasdaq National Market (the "NYSENasdaq"), all in the manner provided in subsection (c) of this Section 2.072.6(c). (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of such exchange Nasdaq and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Global Common Stock and Bergen U S WEST Common Stock, the Exchange Agent shall will hold such proceeds in trust for the holders of IVAX Global Common Stock and U S WEST Common Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Global Common Stock or Bergen and U S West Common Stock shall be entitled, if any, by multiplying (i) the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or resulting from the Bergen sale of shares of Parent Class B Common Shares Trust, respectively, Stock by a fraction the numerator of which is the amount of fractional share Parent Class B Common Stock interests to which such holder of IVAX Global Common Stock or Bergen U S WEST Common Stock, as the case may be, Stock is entitled (after taking into account all shares of IVAX Global Common Stock or Bergen Common and/or U S West Stock, respectivelyas applicable, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share Parent Class B Common Shares interests to which all holders of IVAX Global Common Stock and U S West Common Stock are entitled and (ii) the amount of the aggregate net proceeds comprising the Common Shares Trust resulting from the sale of shares of Parent Class A Common Stock by a fraction the numerator of which is the amount of fractional Parent Class A Common Stock interests to which such holder of Global Common Stock or Bergen U S WEST Common Stock is entitled (after taking into account all shares of Global Common Stock and/or U S West Stock, respectivelyas applicable, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional Parent Class A Common Shares interests to which all holders of Global Common Stock and U S West Common Stock are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.072.6, IVAX and Bergen Parent may agree decide, at their its option, exercised prior to the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI to that Parent shall pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Global Common Stock and/or Bergen and U S WEST Common Stock an the amount in cash such holder would have received pursuant to Section 2.6(c) assuming that the sales of Parent Class A Common Stock and Parent Class B Common Stock were made at a price equal to the product obtained by multiplying (i) average of the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares closing prices of IVAX the Parent Class A Common Stock and/or Bergen or Parent Class B Common Stock, as the case may beapplicable, held at the Effective Time by such holder) by (ii) the closing price for a share of BBI Common Stock on the NYSE Composite Transaction Tape New York Stock Exchange or on Nasdaq, as applicable, for the first business day ten consecutive trading days immediately following the Effective Time, Time and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 2.4(b) or 2.4(d) hereof. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Global Common Stock or Bergen and U S WEST Common Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholdingwithholding and net of fees and expenses, to such holders of IVAX Global Common Stock or Bergen and U S WEST Common Stock, subject to and in accordance with the terms of Section 2.05 2.4 hereof. (f) Any portion of the Exchange Fund, the IVAX Common Shares Trust or the Bergen Common Shares Trust which remains undistributed for six months after Following the Effective Time shall be delivered Time, upon the exercise of any Global Right or U S WEST Right entitling the holder thereof to BBI, and any holder purchase a fractional share of IVAX Parent Class A Common Stock or Bergen Parent Class B Common Stock who has not theretofore complied with Stock, Parent will, in lieu of issuing a fractional share Certificate therefor, pay to such holder the provisions value of this Article II shall thereafter look only to BBI for satisfaction such fractional interest as determined based on the closing price on the trading day immediately preceding the date of their claims for BBI exercise of a share of Parent Class B Common Stock or any cash in lieu of fractional shares of BBI Parent Class A Common Stock, as applicable, on the New York Stock Exchange, Nasdaq or such other principal security exchange on which the Parent Class A Common Stock and any Presurrender DividendsParent Class B Common Stock shall then be trading, or, if not so traded, based on such price as shall be determined by, or pursuant to authority delegated by, the Board of Directors of Parent.

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI Qwest Common Stock shall will be issued upon the surrender for exchange of certificates evidencing SharesU S WEST Common Stock or upon exercise of Qwest Rights or U S WEST Rights, and an outstanding fractional share interest shall will not entitle the owner thereof to vote, to receive dividends or to any rights of a shareholder of BBI or of either stockholder of the Surviving Corporations Corporation with respect to such fractional share interest. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI Qwest Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 hereof 2.03 hereof, over (ii) the aggregate number of full shares of BBI Qwest Common Stock to be distributed to holders of IVAX Common Stock and Bergen U S WEST Common Stock pursuant to Section 2.05 2.03 hereof (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen U S WEST Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE")NASDAQ, all in the manner provided in subsection (c) of this Section 2.072.05(c). (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of such exchange NASDAQ and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all commercially reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen U S WEST Common Stock, the Exchange Agent shall will hold such proceeds in trust for the holders of IVAX U S WEST Common Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction the numerator of which is the amount of fractional share interests to which such holder of IVAX Common Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX Common Stock or Bergen Common Stock, respectively, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Common Stock or Bergen Common Stock, respectively, are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.072.05, IVAX and Bergen Qwest may agree decide, at their its option, exercised prior to the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI to that Qwest shall pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX U S WEST Common Stock and/or Bergen the amount such holder would have received pursuant to Section 2.05(c) assuming that the sales of Qwest Common Stock an amount in cash were made at a price equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares average of IVAX Common Stock and/or Bergen Common Stock, as the case may be, held at the Effective Time by such holder) by (ii) the closing price for a share prices of BBI the Qwest Common Stock on the NYSE Composite Transaction Tape on NASDAQ for the first business day ten (10) consecutive trading days immediately following the Effective Time, Time and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 2.05(b) or 2.03(b) hereof. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Common Stock or Bergen U S WEST Common Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholdingwithholding and net of fees and expenses, to such holders of IVAX Common Stock or Bergen U S WEST Common Stock, subject to and in accordance with the terms of Section 2.05 2.03 hereof. (f) Any portion of the Exchange Fund, the IVAX Common Shares Trust or the Bergen Common Shares Trust which remains undistributed for six months after Following the Effective Time shall be delivered Time, upon the exercise of any U S WEST Right entitling the holder thereof to BBIpurchase a fractional share of Xxxxx Xxxxxx Xxxxx, and any holder of IVAX Common Stock or Bergen Common Stock who has not theretofore complied with the provisions of this Article II shall thereafter look only to BBI for satisfaction of their claims for BBI Common Stock or any cash Xxxxx will, in lieu of issuing a fractional shares share certificate therefor, pay to such holder the value of BBI such fractional interest as determined based on the closing price on the trading day immediately preceding the date of exercise, of a share of Qwest Common Stock and any Presurrender Dividendson NASDAQ or such other principal security exchange on which the Qwest Common Stock shall then be trading, or, if not so traded, based on such price as shall be determined by, or pursuant to authority delegated by, the Board of Directors of Qwest.

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI Superholdco Common Stock shall will be issued upon the surrender for exchange of certificates evidencing Shares, and an outstanding fractional share interest shall will not entitle the owner thereof to vote, to receive dividends or to any rights of a shareholder stockholder of BBI Superholdco or of either of the Surviving Corporations with respect to such fractional share interest. The Parties acknowledge that payment of the cash consideration described below in lieu of the issuance of fractional shares was not separately bargained for consideration but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting problems which would otherwise be caused by the issuance of fractional shares. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI Superholdco Common Stock to that would be issued and delivered to the Exchange Agent pursuant to Section 2.05 2.5 hereof but for the operation of Section 2.7(a) over (ii) the aggregate number of full shares of BBI Superholdco Common Stock to be distributed to holders of IVAX Common Stock and Bergen Common Stock Shares pursuant to Section 2.05 2.5 hereof giving effect to the operation of Section 2.7(a) (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen Common StockShares, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in subsection (c) of this Section 2.072.7. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of such exchange the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen Common StockShares, the Exchange Agent shall will hold such proceeds in trust for the such holders of IVAX Common Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI Superholdco shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen Common Stock shares shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction fraction, the numerator of which is the amount of fractional share interests to which such holder of IVAX Common Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX Common Stock or Bergen Common Stock, respectively, Shares held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Common Stock or Bergen Common Stock, respectively, Shares are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.072.7, IVAX USI and Bergen may Zurn xxx agree at their option, exercised prior to the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI Superholdco to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Common Stock and/or Bergen Common Stock Shares an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX Common Stock and/or Bergen Common Stock, as the case may be, Shares held at the Effective Time by such holder) by (ii) the closing price for a share of BBI Superholdco Common Stock on the NYSE Composite Transaction Tape on the first business day immediately following the Effective Time, and, in such case, all references reference herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 2.5 hereof. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Common Stock or Bergen Common Stock Shares with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of IVAX Common Stock or Bergen Common Stockholders, subject to and in accordance with the terms of Section 2.05 2.5 hereof. (f) Any portion of the Exchange Fund, Fund and the IVAX Common Shares Trust or the Bergen Common Shares Trust which remains undistributed for six months after the Effective Time shall be delivered to BBISuperholdco, upon demand, and any holder holders of IVAX Common Stock or Bergen Common Stock Shares who has have not theretofore complied with the provisions of this Article II 2 shall thereafter look only to BBI Superholdco for satisfaction of their claims for BBI Superholdco Common Stock or any cash in lieu of fractional shares of BBI Superholdco Common Stock and any Presurrender Pre-Surrender Dividends.

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI CGI Common Stock shall be issued upon the surrender for exchange of certificates evidencing Sharesshares of STC Capital Stock, and an outstanding fractional share interest shall not entitle the owner thereof (i) to vote, (ii) to receive dividends or (iii) to any rights of a shareholder stockholder of BBI CGI or of either of the Surviving Corporations Corporation with respect to such fractional share interest. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI CGI Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 hereof 3.02 over (ii) the aggregate number of full shares of BBI CGI Common Stock to be distributed to holders of IVAX Common Stock and Bergen Common STC Capital Stock pursuant to Section 2.05 hereof 3.02 (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen Common STC Capital Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE")NMS, all in the manner provided in subsection (c) of this Section 2.073.04. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE NMS through one or more member firms of such exchange and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen Common STC Capital Stock, the Exchange Agent shall hold such proceeds in trust for the holders of IVAX Common STC Capital Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI CGI shall pay all commissions, transfer taxes and other out-of-of- pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen Common STC Capital Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction the numerator of which is the amount of fractional share interests to which such holder of IVAX Common STC Capital Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX Common STC Capital Stock or Bergen Common Stock, respectively, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Common STC Capital Stock or Bergen Common Stock, respectively, are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.073.04, IVAX and Bergen may agree at their option, exercised prior to the Effective TimeCGI may, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Common Stock and/or Bergen Common STC Capital Stock an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX Common STC Capital Stock and/or Bergen Common Stock, as the case may be, held at the Effective Time by such holder) by (ii) the closing price for a share of BBI CGI Common Stock on the NYSE Composite Transaction Tape NMS on the first business day immediately following the Effective Time, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 hereof3.02. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Common Stock or Bergen Common STC Capital Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, excise or similar tax, to such holders of IVAX Common Stock or Bergen Common STC Capital Stock, subject to and in accordance with the terms of Section 2.05 hereof3.02. (f) Any portion of the Exchange Fund, the IVAX Common Shares Trust Fund or the Bergen Common Shares Trust which remains undistributed for six months after the Effective Time shall be delivered to BBICGI, and any holder of IVAX Common Stock or Bergen Common STC Capital Stock who has not theretofore complied with the provisions of this Article II shall thereafter look only to BBI for satisfaction of their claims for BBI Common Stock or any cash in lieu of fractional shares of BBI Common Stock and any Presurrender Dividends.complied

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI SHG Common Stock shall be issued upon the surrender for exchange of certificates evidencing Shares, and an outstanding fractional share interest shall not entitle the owner thereof to vote, to receive dividends or to any rights of a shareholder of BBI SHG or a shareholder or member of either of the Surviving Corporations with respect to such fractional share interest. (b) As promptly as practicable following the Effective TimeTime and following the applicable Milestone Date, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI SHG Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 2.5 hereof over (ii) the aggregate number of full shares of BBI SHG Common Stock to be distributed to holders of IVAX Servico Common Stock and Bergen Common Stock Impac Units pursuant to Section 2.05 2.5 hereof (such excess being herein called the "Excess Shares"). Following the Effective TimeTime and following the applicable Milestone Date, the Exchange Agent, as agent for the holders of IVAX Servico Common Stock and Bergen Common StockImpac Units, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in subsection (c) of this Section 2.072.7. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of such exchange and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time or the applicable Milestone Date, as the case may be, as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Servico Common Stock and Bergen Common StockImpac Units, the Exchange Agent shall hold such proceeds in trust for the holders of IVAX Servico Common Stock (the "IVAX Servico Common Shares Trust") and Bergen Common Stock Impac Units (the "Bergen Common Shares Impac Unit Trust"). BBI SHG shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. The Exchange Agent shall determine the portion of the IVAX Servico Common Shares Trust or the Bergen Common Shares Impac Unit Trust, as the case may be, to which each holder of IVAX Servico Common Stock or Bergen Common Stock Impac Units shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Servico Common Shares Trust or the Bergen Common Shares Impac Unit Trust, respectively, by a fraction the numerator of which is the amount of fractional share interests to which such holder of IVAX Servico Common Stock or Bergen Common StockImpac Units, as the case may be, is entitled (after taking into account all shares of IVAX Servico Common Stock or Bergen Common StockImpac Units, respectively, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Servico Common Stock or Bergen Common StockImpac Units, respectively, are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.072.7, IVAX and Bergen may agree at their option, exercised prior to the Effective TimeServico may, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI SHG to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Servico Common Stock and/or Bergen Common Stock Impac Units an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX Servico Common Stock and/or Bergen Common StockImpac Units, as the case may be, held at the Effective Time by such holder) by (ii) the closing price for a share of BBI SHG Common Stock on the NYSE Composite Transaction Tape on the first business day immediately following the Effective TimeTime or the applicable Milestone Date, as the case may be, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 2.5 hereof. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Servico Common Stock or Bergen Common Stock Impac Units with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of IVAX Servico Common Stock or Bergen Common StockImpac Units, subject to and in accordance with the terms of Section 2.05 2.5 hereof. (f) Any portion of the Exchange Fund, the IVAX Servico Common Shares Trust or the Bergen Common Shares Impac Unit Trust which remains undistributed for six months after the Effective Time latest Milestone Date shall be delivered to BBISHG, and any holder of IVAX Servico Common Stock or Bergen Common Stock Impac Units who has not theretofore complied with the provisions of this Article II shall thereafter look only to BBI SHG for satisfaction of their claims for BBI SHG Common Stock or any cash in lieu of fractional shares of BBI SHG Common Stock and any Presurrender Dividends.

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI CGI Common Stock shall be issued upon the surrender for exchange of certificates evidencing Sharesshares of STC Capital Stock, and an outstanding fractional share interest shall not entitle the owner thereof (i) to vote, (ii) to receive dividends or (iii) to any rights of a shareholder stockholder of BBI CGI or of either of the Surviving Corporations Corporation with respect to such fractional share interest. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI CGI Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 hereof 3.02 over (ii) the aggregate number of full shares of BBI CGI Common Stock to be distributed to holders of IVAX Common Stock and Bergen Common STC Capital Stock pursuant to Section 2.05 hereof 3.02 (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen Common STC Capital Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE")NMS, all in the manner provided in subsection (c) of this Section 2.073.04. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE NMS through one or more member firms of such exchange and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen Common STC Capital Stock, the Exchange Agent shall hold such proceeds in trust for the holders of IVAX Common STC Capital Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI CGI shall pay all commissions, transfer taxes and other out-of-of- pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen Common STC Capital Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction the numerator of which is the amount of fractional share interests to which such holder of IVAX Common STC Capital Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX Common STC Capital Stock or Bergen Common Stock, respectively, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Common STC Capital Stock or Bergen Common Stock, respectively, are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.073.04, IVAX and Bergen may agree at their option, exercised prior to the Effective TimeCGI may, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Common Stock and/or Bergen Common STC Capital Stock an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX Common STC Capital Stock and/or Bergen Common Stock, as the case may be, held at the Effective Time by such holder) by (ii) the closing price for a share of BBI CGI Common Stock on the NYSE Composite Transaction Tape NMS on the first business day immediately following the Effective Time, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 hereof3.02. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Common Stock or Bergen Common STC Capital Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, excise or similar tax, to such holders of IVAX Common Stock or Bergen Common STC Capital Stock, subject to and in accordance with the terms of Section 2.05 hereof3.02. (f) Any portion of the Exchange Fund, the IVAX Common Shares Trust Fund or the Bergen Common Shares Trust which remains undistributed for six months after the Effective Time shall be delivered to BBICGI, and any holder of IVAX Common Stock or Bergen Common STC Capital Stock who has not theretofore complied with the provisions of this Article II shall thereafter look only to BBI for satisfaction of their claims for BBI Common Stock or any cash in lieu of fractional shares of BBI Common Stock and any Presurrender Dividends.10

No Fractional Share Certificates. (a) No scrip -------------------------------- or fractional share certificate for BBI Holdings Common Stock shall will be issued upon the surrender for exchange of certificates evidencing Shares, and an outstanding fractional share interest shall will not entitle the owner thereof to vote, to receive dividends or to any rights of a shareholder stockholder of BBI Holdings or of either of the Surviving Corporations with respect to such fractional share interest. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI Holdings Common Stock to be issued and delivered to the Exchange Agent pursuant to Section 2.05 2.5 hereof over (ii) the aggregate number of full shares of BBI Holdings Common Stock to be distributed to holders of IVAX Common Stock and Bergen Telco Common Stock pursuant to Section 2.05 2.5 hereof (such excess being herein called the "Excess Shares"). Following As soon after the Effective TimeTime as practicable, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen Telco Common Stock, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in subsection (c) of this Section 2.072.7. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of such exchange the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen Telco Common Stock, the Exchange Agent shall will hold such proceeds in trust for the holders of IVAX Telco Common Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI Holdings shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen Telco Common Stock shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction the numerator of which is the amount of fractional share interests to which such holder of IVAX Telco Common Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX Telco Common Stock or Bergen Common Stock, respectively, held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Telco Common Stock or Bergen Common Stock, respectively, are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.072.7, IVAX and Bergen Holdings may agree elect at their option, exercised any time prior to the Effective Time, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Common Stock and/or Bergen Telco Common Stock an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX Telco Common Stock and/or Bergen Common Stock, as the case may be, held at the Effective Time by such holder) by (ii) the closing price for a share of BBI Holdings Common Stock on the NYSE Composite Transaction Tape on the first business day immediately following the Effective Time, and, in such case, all references herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 2.5 hereof. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Common Stock or Bergen Telco Common Stock with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required tax withholding, to such holders of IVAX Common Stock or Bergen Common Stockholders, subject to and in accordance with the terms of Section 2.05 2.5 hereof. (f) Any portion of the Exchange Fund, Fund and the IVAX Common Shares Trust or the Bergen Common Shares Trust which remains undistributed for six months after the Effective Time shall be delivered to BBIHoldings, upon demand, and any holder holders of IVAX EXCEL Common Stock or Bergen Telco Common Stock who has have not theretofore complied with the provisions of this Article II shall thereafter look only to BBI Holdings for satisfaction of their claims for BBI the Cash Consideration, Holdings Common Stock or any cash in lieu of fractional shares of BBI Holdings Common Stock and any Presurrender Pre-Surrender Dividends. (g) None of Holdings, EXCEL or Telco shall be liable to any holder of Shares or Holdings Common Stock, as the case may be, for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund or Common Shares Trust delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

No Fractional Share Certificates. (a) No scrip or fractional share certificate for BBI Superholdco Common Stock shall will be issued upon the surrender for exchange of certificates evidencing Shares, and an outstanding fractional share interest shall will not entitle the owner thereof to vote, to receive dividends or to any rights of a shareholder stockholder of BBI Superholdco or of either of the Surviving Corporations with respect to such fractional share interest. The Parties acknowledge that payment of the cash consideration described below in lieu of the issuance of fractional shares was not separately bargained for consideration but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting problems which would otherwise be caused by the issuance of fractional shares. (b) As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of BBI Superholdco Common Stock to that would be issued and delivered to the Exchange Agent pursuant to Section 2.05 2.5 hereof but for the operation of Section 2.7(a) over (ii) the aggregate number of full shares of BBI Superholdco Common Stock to be distributed to holders of IVAX Common Stock and Bergen Common Stock Shares pursuant to Section 2.05 2.5 hereof giving effect to the operation of Section 2.7(a) (such excess being herein called the "Excess Shares"). Following the Effective Time, the Exchange Agent, as agent for the holders of IVAX Common Stock and Bergen Common StockShares, shall sell the Excess Shares at then prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all in the manner provided in subsection (c) of this Section 2.072.7. (c) The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of such exchange the NYSE and shall be executed in round lots to the extent practicable. The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent's reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to the holders of each of IVAX Common Stock and Bergen Common StockShares, the Exchange Agent shall will hold such proceeds in trust for the such holders of IVAX Common Stock (the "IVAX Common Shares Trust") and Bergen Common Stock (the "Bergen Common Shares Trust"). BBI Superholdco shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of the Excess Shares. The Exchange Agent shall determine the portion of the IVAX Common Shares Trust or the Bergen Common Shares Trust, as the case may be, to which each holder of IVAX Common Stock or Bergen Common Stock shares shall be entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the IVAX Common Shares Trust or the Bergen Common Shares Trust, respectively, by a fraction fraction, the numerator of which is the amount of fractional share interests to which such holder of IVAX Common Stock or Bergen Common Stock, as the case may be, is entitled (after taking into account all shares of IVAX Common Stock or Bergen Common Stock, respectively, Shares held at the Effective Time by such holder) and the denominator of which is the aggregate amount of fractional share interests to which all holders of IVAX Common Stock or Bergen Common Stock, respectively, Shares are entitled. (d) Notwithstanding the provisions of subsections (b) and (c) of this Section 2.072.7, IVAX USI and Bergen Zurn may agree at their option, exercised prior to the Effective TimeEffectivx Xxme, in lieu of the issuance and sale of Excess Shares and the making of the payments contemplated in such subsections, to cause BBI Superholdco to pay to the Exchange Agent an amount in cash sufficient for the Exchange Agent to pay each holder of IVAX Common Stock and/or Bergen Common Stock Shares an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of IVAX Common Stock and/or Bergen Common Stock, as the case may be, Shares held at the Effective Time by such holder) by (ii) the closing price for a share of BBI Superholdco Common Stock on the NYSE Composite Transaction Tape on the first business day immediately following the Effective Time, and, in such case, all references reference herein to the cash proceeds of the sale of the Excess Shares and similar references shall be deemed to mean and refer to the payments calculated as set forth in this subsection (d). In such event, Excess Shares shall not be issued or otherwise transferred to the Exchange Agent pursuant to Section 2.05 2.5 hereof. (e) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of IVAX Common Stock or Bergen Common Stock Shares with respect to any fractional share interests, the Exchange Agent shall make available such amounts, net of any required withholding, to such holders of IVAX Common Stock or Bergen Common Stockholders, subject to and in accordance with the terms of Section 2.05 2.5 hereof. (f) Any portion of the Exchange Fund, Fund and the IVAX Common Shares Trust or the Bergen Common Shares Trust which remains undistributed for six months after the Effective Time shall be delivered to BBISuperholdco, upon demand, and any holder holders of IVAX Common Stock or Bergen Common Stock Shares who has have not theretofore complied with the provisions of this Article II 2 shall thereafter look only to BBI Superholdco for satisfaction of their claims for BBI Superholdco Common Stock or any cash in lieu of fractional shares of BBI Superholdco Common Stock and any Presurrender Pre-Surrender Dividends.