Common use of Shareholders Meetings Clause in Contracts

Shareholders Meetings. IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

Shareholders Meetings. IVAX shall call and hold At the IVAX Shareholders' 2019 Annual Meeting and Bergen shall call each annual and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose special meeting of voting upon the approval of this Agreement pursuant shareholders held prior to the Joint Proxy Statement expiration of the Standstill Period, each of the Investors agrees to (A) appear at such shareholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Mergers contemplated herebyCompany’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board), and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for shareholder approval and against all matters that the Board recommends against shareholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote their shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with the ISS recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such shareholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of shareholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors and each of Bergen its Associates and IVAX Affiliates in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effectivetake any position, make any statement or take any action inconsistent with this Section 2(b)(i). IVAX For purposes of this Agreement, “Opposition Matter” shall use its reasonable efforts to solicit from its shareholders proxies in favor mean any of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approvalfollowing transactions, except but only to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined submitted by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the Company’s shareholders for approval: (A) the sale or transfer of IVAX than those provided for all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Reorganization. Bergen Company’s capital structure (but excluding any proposals relating to the adoption, amendment or continuation of any equity plans, none of which shall use its reasonable efforts be deemed an Opposition Matter for purposes of this Agreement); (G) any proposals relating to solicit from its shareholders proxies the Tax Benefits Plan (as defined herein); or (H) any other transactions that would result in favor a Change of Control of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersCompany.

Shareholders Meetings. IVAX (a) Saratoga shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting a meeting of its shareholders to be held as promptly as practicable for the purpose of voting upon the approval adoption of this Agreement. Saratoga will, through its Board of Directors, recommend to its shareholders adoption of this Agreement pursuant unless the Board of Directors of Saratoga determines in good faith, based upon the written advice of outside counsel, that making such recommendation, or failing to withdraw, modify or amend any previously made recommendation, would constitute a breach of fiduciary duty by Saratoga's Board of Directors under applicable law. In addition, nothing in this Section 5.3 or elsewhere in this Agreement shall prohibit accurate disclosure by Saratoga of information that is required to be disclosed in the Joint Proxy Statement, or any other document required to be filed with the SEC (including without limitation a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be disclosed by applicable law or regulation or the rules of any securities exchange or automated quotation system on which the securities of Saratoga may then be traded. (b) SJNB shall call a meeting of its shareholders to be held as promptly as practicable for the purpose of voting upon the adoption of this Agreement. SJNB will, through its Board of Directors, recommend to its shareholders adoption of this Agreement unless the Board of Directors of SJNB determines in good faith, based upon the written advice of outside counsel, that making such recommendation, or failing to withdraw, modify or amend any previously made recommendation, would constitute a breach of fiduciary duty by SJNB's Board of Directors under applicable law. In addition, nothing in this Section 5.3 or elsewhere in this Agreement shall prohibit accurate disclosure by SJNB of information that is required to be disclosed in the Proxy Statement, the S-4 or any other document required to be filed with the SEC (including without limitation a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be disclosed by applicable law or regulation or the rules of any securities exchange or automated quotation system on which the securities of SJNB may then be traded. (c) Each of Saratoga and the Mergers contemplated hereby, and each of Bergen and IVAX SJNB shall use its all commercially reasonable efforts to hold the Shareholders' Meetings cause such meetings of their respective shareholders to take place on the same day and or before November 12, 1999, or as soon thereafter as practicable after is reasonably practicable. Saratoga and SJNB shall coordinate and cooperate with respect to the timing of said meetings and the date on which the Registration Statement becomes effective. IVAX Saratoga Shareholders' Meeting shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergersheld.

Shareholders Meetings. IVAX ARCO will take all action necessary to convene a special meeting of the holders of ARCO Common Shares at which the holders of ARCO Common Shares shall call and hold consider the IVAX Shareholders' Meeting and Bergen shall call and hold adoption of this Agreement (including any adjournments or postponements thereof, the Bergen Shareholders' Meeting "ARCO Stockholders Meeting") as promptly as practicable for after the purpose Form F-4 has been declared effective by the SEC. BP Amoco will take all action necessary to convene an extraordinary general meeting of voting upon BP Amoco shareholders at which an ordinary resolution will be proposed to consider the approval of this Agreement pursuant the Merger (the "BP Amoco Shareholder Meeting") after the BP Amoco Documents are cleared by the LSE and the Form F-4 has been declared effective by the SEC. BP Amoco and ARCO each agrees to use best reasonable efforts such that, to the Joint Proxy Statement extent practical, the ARCO Stockholders Meeting and the Mergers contemplated hereby, and BP Amoco Shareholders Meeting each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and be held as soon promptly as practicable after the date on which conditions precedent to holding such meeting have been fulfilled and as nearly contemporaneously as practicable. Subject to the Registration Statement becomes effective. IVAX terms of this Agreement, including the provisions of Section 3.2, the board of directors of each of BP Amoco and ARCO shall recommend to its respective shareholders, in the case of BP Amoco, the approval of the Merger and, in the case of ARCO, the adoption of the Merger Agreement and shall use its best reasonable efforts to solicit from such adoption unless it concludes, in the exercise of its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approvalfiduciary duties, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) , that the withdrawalMerger is no longer advisable for its shareholders; provided, modification or change of however, that neither BP Amoco nor ARCO shall be entitled to withdraw its recommendation to its respective shareholders if to do so would be inconsistent with the obligations it has expressly assumed elsewhere in this Agreement. In the event that subsequent to the date hereof, the board of directors of BP Amoco and/or ARCO determines that the Merger or the Merger Agreement, as the case may be, is required by no longer advisable and recommends that its fiduciary duties respective shareholders reject it, BP Amoco shall nevertheless submit the Merger to IVAX's shareholders under applicable Lawthe holders of BP Amoco Voting Shares for approval at the BP Amoco Shareholders meeting and ARCO shall nevertheless submit this Agreement to the holders of ARCO Common Shares, and for adoption at the ARCO Stockholders Meeting, in each case unless this Agreement shall have been terminated in accordance with its terms prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor date of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergersmeeting.

Shareholders Meetings. IVAX (a) IDXG shall call take all action necessary in accordance with applicable Law, the IDXG Charter, and the IDXG Bylaws to duly give notice of, convene and hold a meeting of the IVAX shareholders of IDXG (the “IDXG Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon ’ Meeting”) to obtain the approval of this Agreement pursuant to the Joint Proxy Statement shareholders of IDXG of the Ampersand Conversion Right (the “IDXG Shareholder Approval”). IDXG will, through the IDXG Board, recommend that the IDXG shareholders approve the Ampersand Conversion Right and the Mergers contemplated hereby, and each of Bergen and IVAX shall will use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its commercially reasonable efforts to solicit from its the IDXG shareholders proxies in favor of the approval of this Agreement the Ampersand Conversion Right and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of the IDXG shareholders required by the FBCA rules of the Nasdaq or applicable stock exchange requirements Law to obtain such approvalapprovals. (b) IDXG shall use commercially reasonable efforts to schedule and hold the IDXG Shareholders’ Meeting as promptly as practicable after the date hereof and in any event no later than September 30, except 2019; provided IDXG, may, after consultation with CGIX, postpone, recess or adjourn the IDXG Shareholders’ Meeting, and, if applicable, set a new record date for such meeting, (i) if there are not sufficient affirmative votes present in person or by proxy at such meeting to obtain the extent that IDXG Shareholder Approval, and IDXG shall use commercially reasonable efforts in order to obtain the requisite number of affirmative votes in person or by proxy as of such later date, or (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the IDXG Board of Directors of IVAX determines has determined in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders necessary under applicable Law, NASDAQ Law and for such supplemental or amended disclosure to be disseminated and reviewed by the IDXG shareholders prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersIDXG Shareholders’ Meeting.

Shareholders Meetings. IVAX (a) Keryx shall call take all action necessary in accordance with applicable Law and the Keryx Organizational Documents to duly give notice of, convene and hold a meeting of the IVAX Keryx Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting , to be held as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effectiveis declared effective under the Securities Act, to obtain the Keryx Shareholder Approval (the “Keryx Shareholders’ Meeting”). IVAX shall Subject to Section 5.04(b) and 5.04(c), Keryx will, through the Keryx Board, recommend that the Keryx Shareholders adopt this Agreement and will use its reasonable efforts to solicit from its shareholders the Keryx Shareholders proxies in favor of the approval adoption of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders the Keryx Shareholders required by the FBCA rules of the NASDAQ or applicable stock exchange requirements Law to obtain such approvalapprovals. Keryx shall not (i) submit any matter for approval of the Keryx Shareholders other than those required for the Keryx Shareholder Approval and matters that would be ‘routine’ at an annual meeting of Keryx Shareholders, except as defined in Rule 14a-6(a) under the Exchange Act or (ii) hold a shareholder meeting for any purpose prior to the extent occurrence of the Keryx Shareholders’ Meeting, other than Keryx’s annual meeting of Keryx Shareholders to be held on June 29, 2018. (b) Akebia shall take all action necessary in accordance with applicable Law and Akebia Organizational Documents to duly give notice of, convene and hold a meeting of the Akebia Shareholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, to obtain the Akebia Shareholder Approval and the Akebia Charter Amendment Approval (the “Akebia Shareholders’ Meeting”). Subject to Section 5.04(e) and Section 5.04(f), Akebia will, through the Akebia Board, recommend that the Board Akebia Shareholders approve the proposal to issue shares in accordance with the provisions of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, this Agreement and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall will use its reasonable efforts to solicit from its shareholders the Akebia Shareholders proxies in favor of the approval issuance of this Agreement shares and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders the Akebia Shareholders required by the NJBCA rules of the NASDAQ or applicable stock exchange requirements Law to obtain such approvalapprovals. Akebia shall not (i) submit any matter for approval of the Akebia Shareholders other than those required for the Akebia Shareholder Approval, except the Akebia Charter Amendment Approval and matters that would be ‘routine’ at an annual meeting of Akebia Shareholders, as defined in Rule 14a-6(a) under the Exchange Act or (ii) hold a shareholder meeting for any purpose prior to the extent that occurrence of the Akebia Shareholders’ Meeting. (c) Keryx and Akebia shall use their reasonable best efforts to schedule and hold the Keryx Shareholders’ Meeting and the Akebia Shareholders’ Meeting on the same date and as promptly as practicable after the Registration Statement is declared effective under the Securities Act; provided Keryx or Akebia, as applicable, may, after reasonable consultation with the Keryx or Akebia, as applicable, postpone, recess or adjourn the Keryx Shareholders’ Meeting or the Akebia Shareholders’ Meeting, as applicable, and, if applicable, set a new record date for such meeting, (i) if there are not sufficient affirmative votes present in person or by proxy at such meeting to obtain the Keryx Shareholder Approval or the Akebia Shareholder Approval, as applicable, and such party shall use reasonable best efforts in order to obtain the requisite number of affirmative votes in person or by proxy as of such later date, (ii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Keryx Board of Directors of Bergen determines or the Akebia Board, as applicable, has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Keryx Shareholders or the Akebia Shareholders, as applicable, prior to the Keryx Shareholders’ Meeting or the Akebia Shareholders’ Meeting, as applicable and (who may be Bergen's regularly engaged outside legal counseliii) that the withdrawal, modification or change of its recommendation is if required by its fiduciary duties to Bergen's shareholders under applicable Law; provided, and prior to such determination any person however, that neither the Keryx Shareholders’ Meeting nor the Akebia Shareholders’ Meeting shall be postponed or adjourned for more than ten (other than IVAX10) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for Business Days in the Reorganization. Each aggregate from the originally scheduled date of such meeting without the parties hereto shall take all other action necessary or, in the opinion prior written consent of the other parties heretoparty (such consent not to be unreasonably withheld, advisable conditioned or delayed). In the event either the Keryx Shareholders’ Meeting or the Akebia Shareholders’ Meeting is delayed in compliance with this Section 5.03(c), then the other party may similarly postpone, recess, adjourn or delay its shareholder meeting to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergerssame date.

Shareholders Meetings. IVAX (a) Each of Sterling and Northern Empire shall call take all steps necessary to duly call, give notice of, convene and hold the IVAX Shareholders' Sterling Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable Northern Empire Meeting, respectively, within 40 days after the Registration Statement becomes effective for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the adoption or approval of this Agreement and the Mergers Merger. The Board of Directors of Sterling shall recommend to its shareholders approval of this Agreement, including the Merger and the transactions contemplated hereby. The Board of Directors of Northern Empire (i) shall recommend approval of this Agreement, the Merger and the transactions contemplated hereby pursuant by the shareholders of Northern Empire and (ii) shall not (x) withdraw, modify or qualify in any manner adverse to the Joint Proxy Statement and shall Sterling such recommendation or (y) take all any other action necessary or advisable to secure make any other public statement in connection with the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain Northern Empire Meeting inconsistent with such approvalrecommendation (collectively, a “Change in Northern Empire Recommendation”), except as and to the extent expressly permitted by Section 6.3(b). Notwithstanding any Change in Northern Empire Recommendation, this Agreement shall be submitted to the shareholders of Northern Empire at the Northern Empire Shareholders Meeting for the purpose of adopting this Agreement and nothing contained herein shall be deemed to relieve Northern Empire of such obligation. In addition to the foregoing, Northern Empire shall not submit to the vote of its shareholders at or prior to the Northern Empire Meeting any Acquisition Proposal other than the Merger. (b) Notwithstanding the foregoing, Northern Empire and its Board of Directors shall be permitted to effect a Change in Northern Empire Recommendation, if and only to the extent that: (i) Northern Empire’s Board of Directors, after receipt of advice from its outside counsel, determines in good faith that failure to take such action is inconsistent with its fiduciary duties under applicable Law, and (ii) Prior to effecting such Change in Northern Empire Recommendation: (A) Northern Empire shall have complied in all material respects with Section 5.1(b)(v); (B) the Board of Directors of IVAX determines Northern Empire shall have determined in good faith that such Acquisition Proposal constitutes a Superior Proposal after consultation with outside legal counsel (who giving effect to all of the adjustments which may be IVAX's regularly engaged outside legal counseloffered by Sterling pursuant to clause (D) that the withdrawalbelow; (C) Northern Empire shall notify Sterling, modification or change at least five business days in advance, of its recommendation is required by its fiduciary duties intention to IVAX's shareholders under applicable Laweffect a Change in Northern Empire Recommendation in response to such Superior Proposal, specifying the material terms and conditions of any such Superior Proposal and furnishing to Sterling a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents; and (D) Northern Empire shall, and prior shall cause its financial and legal advisors to, during the period following Northern Empire’s delivery of the notice referred to such determination any person in clause (other than BergenC) shall have made a public announcement or otherwise communicated to IVAX above, negotiate with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX Sterling in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for extent Sterling desires to negotiate) to make such adjustments in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval terms and conditions of this Agreement and the Mergers contemplated hereby pursuant so that such Acquisition Proposal ceases to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made constitute a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersSuperior Proposal.

Shareholders Meetings. IVAX (a) CGB shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable a meeting of its shareholders for the purpose of voting upon the approval adoption of this Agreement. CGB will, through its Board of Directors, recommend to its shareholders adoption of this Agreement pursuant unless the Board of Directors of CGB determines in good faith, based upon the written advice of outside counsel, that making such recommendation, or failing to withdraw, modify or amend any previously made recommendation, would constitute a breach of fiduciary duty by CGB's Board of Directors under applicable law. In addition, nothing in this Section 5.3 or elsewhere in this Agreement shall prohibit accurate disclosure by CGB of information that is required to be disclosed in the Joint Proxy Statement, or any other document required to be filed with the SEC (including without limitation a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be disclosed by applicable law or regulation or the rules of any securities exchange or automated quotation system on which the securities of CGB may then be traded. (b) Enterbank shall call a meeting of its shareholders for the purpose of voting upon the adoption of this Agreement. Enterbank will, through its Board of Directors, recommend to its shareholders adoption of this Agreement unless the Board of Directors of Enterbank determines in good faith, based upon the written advice of outside counsel, that making such recommendation, or failing to withdraw, modify or amend any previously made recommendation, would constitute a breach of fiduciary duty by Enterbank's Board of Directors under applicable law. In addition, nothing in this Section 5.3 or elsewhere in this Agreement shall prohibit accurate disclosure by Enterbank of information that is required to be disclosed in the Proxy Statement, the S-4 or any other document required to be filed with the SEC (including without limitation a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to be disclosed by applicable law or regulation or the rules of any securities exchange or automated quotation system on which the securities of Enterbank may then be traded. (c) Each of CGB and the Mergers contemplated hereby, and each of Bergen and IVAX Enterbank shall use its all commercially reasonable efforts to hold the Shareholders' Meetings on the same day and cause such meetings of their respective shareholders to take place as soon as is reasonably practicable after the S-4 is declared effective by the SEC. CGB and Enterbank shall coordinate and cooperate with respect to the timing of said meetings and the date on which the Registration Statement becomes effective. IVAX CGB Shareholders' Meeting shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergersheld.

Shareholders Meetings. IVAX ARCO will take all action necessary --------------------- to convene a special meeting of the holders of ARCO Common Shares at which the holders of ARCO Common Shares shall call and hold consider the IVAX Shareholders' Meeting and Bergen shall call and hold adoption of this Agreement (including any adjournments or postponements thereof, the Bergen Shareholders' Meeting "ARCO Stockholders ----------------- Meeting") as promptly as practicable for after the purpose Form F-4 has been declared ------- effective by the SEC. BP Amoco will take all action necessary to convene an extraordinary general meeting of voting upon BP Amoco shareholders at which an ordinary resolution will be proposed to consider the approval of this Agreement pursuant the Merger (the "BP -- Amoco Shareholder Meeting") after the BP Amoco Documents are cleared by the LSE ------------------------- and the Form F-4 has been declared effective by the SEC. BP Amoco and ARCO each agrees to use best reasonable efforts such that, to the Joint Proxy Statement extent practical, the ARCO Stockholders Meeting and the Mergers contemplated hereby, and BP Amoco Shareholders Meeting each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and be held as soon promptly as practicable after the date on which conditions precedent to holding such meeting have been fulfilled and as nearly contemporaneously as practicable. Subject to the Registration Statement becomes effective. IVAX terms of this Agreement, including the provisions of Section 3.2, the board of directors of each of BP Amoco and ARCO shall recommend to its respective shareholders, in the case of BP Amoco, the approval of the Merger and, in the case of ARCO, the adoption of the Merger Agreement and shall use its best reasonable efforts to solicit from such adoption unless it concludes, in the exercise of its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approvalfiduciary duties, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) , that the withdrawalMerger is no longer advisable for its shareholders; provided, modification or change of however, that -------- ------- neither BP Amoco nor ARCO shall be entitled to withdraw its recommendation to its respective shareholders if to do so would be inconsistent with the obligations it has expressly assumed elsewhere in this Agreement. In the event that subsequent to the date hereof, the board of directors of BP Amoco and/or ARCO determines that the Merger or the Merger Agreement, as the case may be, is required by no longer advisable and recommends that its fiduciary duties respective shareholders reject it, BP Amoco shall nevertheless submit the Merger to IVAX's shareholders under applicable Lawthe holders of BP Amoco Voting Shares for approval at the BP Amoco Shareholders meeting and ARCO shall nevertheless submit this Agreement to the holders of ARCO Common Shares, and for adoption at the ARCO Stockholders Meeting, in each case unless this Agreement shall have been terminated in accordance with its terms prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor date of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergersmeeting.

Shareholders Meetings. IVAX (a) Penseco and Peoples shall call promptly take all action necessary to properly call, convene and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose a special meeting of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and shareholders as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts hereof to solicit from its shareholders proxies in favor of the approval of consider and vote upon a proposal to approve and adopt this Agreement and the Mergers transactions contemplated hereby pursuant and in the case of Peoples approve and adopt the amended and restated articles of incorporation attached at Exhibit 4 to increase the number of authorized shares of Peoples Common Stock. The board of directors of Penseco and the board of directors of Peoples will recommend that the shareholders of Penseco and Peoples, respectively, approve and adopt this Agreement and the transactions contemplated hereby and in the case of Peoples the amendment and restatement of the articles of incorporation to increase the number of authorized shares of Peoples Common Stock and not withdraw, modify or change in any manner adverse to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain party hereto such approvalfavorable recommendation; provided, except to the extent however, that the Board board of Directors directors of IVAX determines in good faith after consultation with outside legal counsel (who Penseco or Peoples may be IVAX's regularly engaged outside legal counsel) that the withdrawalwithdraw, modification modify or change of its qualify such recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) if it shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction thatdetermined, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisorsadvisers, contains terms more favorable that the failure to do so may constitute a breach of its fiduciary duties and, in such event, may communicate the basis for its withdrawn, modified or qualified recommendation to its shareholders in the Proxy Statement-Prospectus or an appropriate amendment or supplement thereto to the extent required by law. (b) Each of Penseco and Peoples may postpone or adjourn its respective shareholders meeting to the extent it reasonably believe is necessary to ensure than any supplement or amendment to the Proxy Statement-Prospectus is provided sufficiently in advance of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of a shareholder vote on this Agreement and the Mergers contemplated hereby pursuant to Merger, including, without limitation, in connection with any amendment of the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required -Prospectus contemplated by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersSection 4.03.

Shareholders Meetings. IVAX (a) First Bexley shall call take all action necessary in accordance with applicable laws and First Bexley’s current articles of incorporation and regulations to duly give notice of, convene and hold a meeting of its shareholders (the IVAX “First Bexley Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting ’ Meeting”), to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, for the purpose purposes of voting upon obtaining the approval of First Bexley Shareholders to adopt this Agreement. First Bexley shall, acting through its Board of Directors, (x) recommend that First Bexley Shareholders adopt this Agreement pursuant to (the Joint Proxy Statement “First Bexley Recommendation”) and the Mergers contemplated hereby, and each of Bergen and IVAX shall (y) use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable best efforts to solicit from its shareholders First Bexley Shareholders proxies in favor of the approval adoption of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders First Bexley Shareholders required by the FBCA or applicable stock exchange requirements Applicable Law to obtain such approvalapprovals, except to the extent that the First Bexley’s Board of Directors has made an Adverse Recommendation Change (as defined below) in accordance with the terms of IVAX this Agreement. (b) Neither First Bexley’s Board of Directors nor any committee thereof shall, except as expressly permitted by this Section, (x) withdraw, qualify or modify, or propose to withdraw, qualify or modify, in a manner adverse to Parent or First Financial, the First Bexley Recommendation or (y) approve or recommend, or propose to approve or recommend, any Acquisition Proposal (each, an “Adverse Recommendation Change”). Notwithstanding the foregoing, First Bexley’s Board of Directors may make an Adverse Recommendation Change if and only if: (i) First Bexley’s Board of Directors determines in good faith after consultation with faith, based upon the written advice of its outside legal counsel and independent financial advisor, in both cases, from firms of national nature, that it has received an Acquisition Proposal (who may be IVAX's regularly engaged that did not result from a breach of Section 5.9) that is a Superior Proposal; (ii) First Bexley’s Board of Directors determines in good faith, based upon the written advice of such outside legal counsel) , that the withdrawal, modification or change a failure to accept such Superior Proposal would result in First Bexley’s Board of its recommendation is required by Directors breaching its fiduciary duties to IVAX's shareholders First Bexley and its Shareholders under applicable Applicable Law, and prior to such determination any person ; (other than Bergeniii) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the First Bexley’s Board of Directors provides written notice (a “Notice of IVAX Recommendation Change”) to First Financial of its receipt of the Superior Proposal and its intent to make an Adverse Recommendation Change on the fifth Business Day following delivery of such notice, which notice shall specify the material terms and conditions of the Superior Proposal (and include a copy thereof with all accompanying documentation, which, for purposes of clarity, shall not include written advice of such outside legal counsel or such independent financial advisor) and identifying the Person or Persons making such Superior Proposal (it being understood that any amendment to any material term of such Acquisition Proposal shall require a new Notice of Recommendation Change, except that, in such case, the five Business Day period referred to in this clause (iii) and in clauses (iv) and (v) shall be reduced to three Business Days following the giving of such new Notice of Recommendation Change); (iv) after providing such Notice of Recommendation Change, First Bexley shall negotiate in good faith after consultation with its First Financial (if requested by First Financial) and provide First Financial reasonable opportunity during the subsequent five (or three, as applicable) Business Day period to make such adjustments in the terms and conditions of this Agreement as would enable First Bexley’s Board of Directors to proceed without an Adverse Recommendation Change; provided, however, that (a) First Financial shall not be required to propose any such adjustments, and (ii) no Adverse Recommendation Change shall be made by First Bexley’s Board of Directors nor any committee thereof if First Financial shall have offered to adjust, modify or amend the terms of this Agreement to provide for substantially identical terms and conditions as Superior Proposal; and (v) First Bexley’s Board of Directors, following such five (or three, as applicable) Business Day period, again determines in good faith, based upon the written advice of such outside legal counsel (who may be its regularly retained outside counsel) and such independent financial advisorsadvisor, contains terms more favorable that such Acquisition Proposal nonetheless continues to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts constitute a Superior Proposal and that failure to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other such action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its would violate their fiduciary duties to Bergen's shareholders First Bexley and the First Bexley Shareholders under applicable Applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

Shareholders Meetings. IVAX (a) The Company shall duly call and hold a meeting of its stockholders (the IVAX Shareholders"Company Stockholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting Meeting") as promptly as practicable in accordance with applicable Law following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with Parent, provided that the meeting shall be held not later than five Business Days prior to the Outside Date (provided that the Company shall not be required to hold the Company Stockholders' Meeting prior to the date of the Parent Stockholders' Meeting), for the purpose of voting upon the adoption of this Agreement and approval of the Merger. In connection with the Company Stockholders' Meeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning the Company Stockholders' Meeting to obtain a quorum or to solicit additional proxies) to obtain the necessary approvals by its stockholders of this Agreement and the Merger and (ii) otherwise comply with all legal requirements applicable to the Company Stockholders' Meeting. (b) Parent shall duly call and hold a meeting of its shareholders (the "Parent Shareholders' Meeting") as promptly as practicable in accordance with applicable Law following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with the Company, provided that the meeting shall be held not later than five Business Days prior to the Outside Date (provided that Parent shall not be required to hold the Parent Shareholders' Meeting prior to the date of the Company Stockholders' Meeting), for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement Share Issuance. In connection with the Parent Shareholders' Meeting and the Mergers transactions contemplated hereby, and each of Bergen and IVAX shall Parent will (i) subject to applicable Law, use its reasonable best efforts to hold the (including postponing or adjourning Parent Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts Meeting to obtain a quorum or to solicit from additional proxies) to obtain the necessary approvals by its shareholders proxies in favor of the approval Share Issuance and (ii) otherwise comply with all legal requirements applicable to the Parent Shareholders' Meeting. (c) The Board of Directors of the Company shall recommend adoption of this Agreement and approval of the Mergers contemplated hereby pursuant Merger by the stockholders of the Company (the "Company Recommendation"). Subject to Section 6.4, the Company shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and the Joint Proxy Statement and Proxy/Prospectus shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain contain such approval, except to the extent that the recommendation. (d) The Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that Parent shall recommend the withdrawal, modification or change approval of its recommendation is required the Share Issuance by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in Parent (the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement "Parent Recommendation"), and the Mergers contemplated hereby pursuant Joint Proxy/Prospectus shall contain such recommendation. Parent shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and the Joint Proxy Statement, and Proxy/Prospectus shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain contain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergersrecommendation.

Shareholders Meetings. IVAX (a) Each of Sterling and Klamath shall call take all steps necessary to duly call, give notice of, convene and hold the IVAX Shareholders' Sterling Meeting and Bergen shall call and hold the Bergen Shareholders' Klamath Meeting as promptly as practicable within 40 days after the Registration Statement becomes effective for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the adoption or approval of this Agreement and the Mergers Merger. The Board of Directors of Sterling shall recommend to its shareholders approval of this Agreement, including the Merger and the transactions contemplated hereby pursuant hereby. The Board of Directors of Klamath shall (i) recommend adoption of this Agreement by the shareholders of Klamath and (ii) shall not (x) withdraw, modify or qualify in any manner adverse to the Joint Proxy Statement and shall Sterling such recommendation or (y) take all any other action necessary or advisable to secure make any other public statement in connection with the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain Klamath Meeting inconsistent with such approvalrecommendation (collectively, a "Change in Klamath Recommendation"), except as and to the extent expressly permitted by Section 6.3(b). (b) Notwithstanding the foregoing, Klamath and its Board of Directors shall be permitted to effect a Change in Klamath Recommendation, if and only to the extent that: (i) Klamath's Board of Directors, based on the advice of its outside counsel, determines in good faith that failure to take such action would more likely than not result in a violation of its fiduciary duties under applicable Law, and (ii) Prior to effecting such Change in Klamath Recommendation: (A) Klamath shall have complied in all material respects with Section 5.1(e), (B) the Board of Directors of IVAX determines Klamath shall have concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal after consultation with outside legal counsel (who giving effect to all of the adjustments which may be IVAX's regularly engaged outside legal counseloffered by Sterling pursuant to clause (D) that the withdrawalbelow, modification or change (C) Klamath shall notify Sterling, at least five business days in advance, of its recommendation is required by its fiduciary duties intention to IVAX's shareholders under applicable Laweffect a Change in Klamath Recommendation in response to such Superior Proposal, specifying the material terms and conditions of any such Superior Proposal and furnishing to Sterling a copy of the relevant proposed transaction agreements with the party making such Superior Proposal and other material documents, and prior (D) Klamath shall, and shall cause its financial and legal advisors to, during the period following Klamath's delivery of the notice referred to such determination any person in clause (other than BergenC) shall have made a public announcement or otherwise communicated to IVAX above, negotiate with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX Sterling in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for extent Sterling desires to negotiate) to make such adjustments in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval terms and conditions of this Agreement and the Mergers contemplated hereby pursuant so that such Acquisition Proposal ceases to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made constitute a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the MergersSuperior Proposal.