Common use of Pooling Affiliates Clause in Contracts

Pooling Affiliates. (a) Not less than 45 days prior to the Effective Time, IVAX shall deliver to Bergen a list of names and addresses of those persons, in IVAX's reasonable judgment, at the record date for the IVAX Shareholders' Meeting at which the Mergers were approved, who were Pooling Affiliates of IVAX. IVAX shall provide Bergen such information and documents as Bergen shall reasonably request for purposes of reviewing such list. IVAX shall use its reasonable efforts to deliver or cause to be delivered to Bergen, prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit 6.05 (a) (the "IVAX Affiliate Letter"), executed by each of the Pooling Affiliates of IVAX identified in the above-referenced list. The foregoing notwithstanding, BBI shall be entitled to place legends as specified in the IVAX Affiliate Letter on the certificates evidencing any of the BBI Common Stock to be received by (i) any Pooling Affiliate of IVAX or (ii) any person Bergen reasonably identifies (by written notice to IVAX) as being a person who may be deemed an "affiliate" within the meaning of Rule 145 of the rules and regulations of the Securities Act or applicable SEC accounting releases with respect to pooling-of-interests accounting treatment, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the BBI Common Stock, consistent with the terms of the IVAX Affiliate Letter, regardless of whether such person has executed the IVAX Affiliate Letter and regardless of whether such person's name and address appear on Section 3.16 of the IVAX Disclosure Schedules. (b) Not less than 45 days prior to the Effective Time, Bergen shall deliver to IVAX a list of names and addresses of those persons who were, in Bergen's reasonable judgment, at the record date for the Bergen Shareholders' Meeting at which the issuance of the Bergen Common Stock in the Mergers were approved, Pooling Affiliates of Bergen. Bergen shall provide IVAX such information and documents as IVAX shall reasonably request for purposes of reviewing such list. Bergen shall use its reasonable efforts to deliver or cause to be delivered to IVAX, prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit 6.05 (b) (the "Bergen Affiliate Letter"), executed by each of the Pooling Affiliates of Bergen identified in the above-referenced list. The foregoing notwithstanding, BBI shall be entitled to place legends as specified in the Bergen Affiliate Letter on the certificates evidencing any of the BBI Common Stock to be received by (i) any Pooling Affiliate of Bergen or (ii) any person IVAX reasonably identifies (by written notice to Bergen) as being a person who may be deemed an "affiliate" within the meaning of Rule 145 of the rules and regulations of the Securities Act or applicable SEC accounting releases with respect to pooling of interests accounting treatment, pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the BBI Common Stock, consistent with the terms of the Bergen Affiliate Letter, regardless of whether such person has executed the Bergen Affiliate Letter and regardless of whether such person's name and address appear on Section 4.16 of the Bergen Disclosure Schedules.

Pooling Affiliates. (a) Not less No later than 45 60 days prior to from the Effective Timedate of this Agreement, IVAX shall deliver to Bergen Hafslund Nycomed a list of names and addresses of those personspersons who were, in IVAX's reasonable judgment, at on such date, affiliates within the record date for meaning of Rule 145 of the IVAX Shareholders' Meeting at which rules and regulations promulgated under the Mergers were approved, who were Pooling Affiliates Securities Act or applicable SEC accounting releases with respect to pooling-of-interests accounting treatment (each such person being a "POOLING AFFILIATE") of IVAX. IVAX shall provide Bergen Hafslund Nycomed with such information and documents as Bergen Hafslund Nycomed shall reasonably request for purposes of reviewing such list. IVAX shall use its reasonable best efforts to deliver or cause to be delivered to BergenHafslund Nycomed, prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit 6.05 (a) (the "IVAX Affiliate Letter"9.05(a), executed by each of the Pooling Affiliates of IVAX identified in the above-referenced list. The foregoing notwithstanding, BBI list and of any person who shall be entitled to place legends as specified in the IVAX Affiliate Letter on the certificates evidencing any of the BBI Common Stock to be received by (i) any have become a Pooling Affiliate of IVAX or (ii) any person Bergen reasonably identifies (by written notice to IVAX) as being a person who may be deemed an "affiliate" within the meaning of Rule 145 of the rules and regulations of the Securities Act or applicable SEC accounting releases with respect to pooling-of-interests accounting treatment, pursuant subsequent to the terms delivery of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for the BBI Common Stock, consistent with the terms of the IVAX Affiliate Letter, regardless of whether such person has executed the IVAX Affiliate Letter and regardless of whether such person's name and address appear on Section 3.16 of the IVAX Disclosure Scheduleslist. (b) Not less No later than 45 60 days prior to from the Effective Timedate of this Agreement, Bergen Hafslund Nycomed shall deliver to IVAX a list of names and addresses of those persons who were, in BergenHafslund Nycomed's reasonable judgment, at the record date for the Bergen Shareholders' Meeting at which the issuance of the Bergen Common Stock in the Mergers were approvedon such date, Pooling Affiliates of BergenHafslund Nycomed. Bergen Hafslund Nycomed shall provide IVAX such information and documents as IVAX shall reasonably request for purposes of reviewing such list. Bergen Hafslund Nycomed shall use its reasonable best efforts to deliver or cause to be delivered to IVAX, prior to the Effective Time, an affiliate letter in the form attached hereto as Exhibit 6.05 (b) (the "Bergen Affiliate Letter"9.05(b), executed by each of the Pooling Affiliates of Bergen Hafslund Nycomed identified in the above-referenced foregoing list and of any person who shall have become a Pooling Affiliate of Hafslund Nycomed subsequent to the delivery of such list. The foregoing notwithstanding. (c) If any Pooling Affiliate refuses to provide an affiliate letter, BBI IVAX or Hafslund Nycomed, as the case may be, shall in lieu of receipt of such letter be entitled to place appropriate legends as specified in the Bergen Affiliate Letter on the certificates evidencing any of the BBI IVAX NYCOMED Common Stock or Holdings Common Stock, as applicable, to be received by (i) any such Pooling Affiliate of Bergen or (ii) any person IVAX reasonably identifies (by written notice to Bergen) as being a person who may be deemed an "affiliate" within the meaning of Rule 145 of the rules and regulations of the Securities Act or applicable SEC accounting releases with respect to pooling of interests accounting treatment, Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop stock transfer instructions to the transfer agent for the BBI IVAX NYCOMED Common Stock or Holdings Common Stock, consistent with as applicable, to the effect that the shares of the IVAX NYCOMED Common Stock or Holdings Common Stock received or to be received by such Pooling Affiliate pursuant to the terms of this Agreement, and to issue appropriate stock transfer instructions to the Bergen Affiliate Lettertransfer agent for such common stock, regardless of whether such person has executed to the Bergen Affiliate Letter and regardless of whether such person's name and address appear on Section 4.16 effect that the shares of the Bergen Disclosure Schedulescommon stock received or to be received by such affiliate pursuant to the terms of this Agreement may only be sold, transferred or otherwise conveyed, and the holder thereof may only reduce his interest in or risks relating to such shares of common stock, pursuant to an effective registration statement under the Securities Act or in accordance with the provisions of Paragraph (d) of Rule 145 promulgated under the Securities Act or pursuant to an exemption provided from registration under the Securities Act and, in any event, only after financial results covering at least 30 days of operations of IVAX NYCOMED after the Effective Date shall have been published. The foregoing restrictions on the transferability of common stock shall apply to all purported sales, transfers and other conveyances of the shares of common stock received or to be received by such affiliate pursuant to this Agreement and to all purported reductions in the interest in or risks relating to such shares of the IVAX NYCOMED or Holdings Common Stock whether or not such Pooling Affiliate has exchanged the certificates previously evidencing such Pooling Affiliate's shares of such common stock for certificates evidencing the shares of common stock into which such shares of common stock were converted. The Proxy Statement and the Registration Statement shall disclose the foregoing provisions in a reasonably prominent manner.