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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Ivax Corp /De), Agreement and Plan of Merger (Bergen Brunswig Corp), Agreement and Plan of Merger (Bergen Brunswig Corp)
