Common use of Specified Actions Clause in Contracts

Specified Actions. Any time before the second anniversary of the Distribution Date, AbbVie shall not (and shall cause its Affiliates to not) (A) liquidate, merge, or consolidate with or into any corporation that was not already wholly owned by AbbVie or by a wholly owned subsidiary of AbbVie prior to such transaction; (B) issue any of its capital stock in one or more transactions, other than (i) issuances to employees, directors, or independent contractors in connection with the performance of services for AbbVie (that are not excessive by reference to the services performed) which issuances either (x) are with respect to the exercise of options of AbbVie that are substituted for Abbott options or (y) satisfy Safe Harbor VIII of Treasury Regulations Section 1.355-7(d) to not be treated for purposes of Section 355(e) of the Code to be part of a plan or series of related transactions that includes the Distribution or the Internal Distributions or (ii) issuances of stock that satisfy Safe Harbor IX of Treasury Regulations Section 1.355-7(d); (C) redeem, purchase, or otherwise reacquire any of its capital stock in one or more transactions; (D) change the voting rights of any of its stock; (E) issue any options to acquire AbbVie Shares other than options that satisfy Safe Harbor VIII of Treasury Regulations Section 1.355-7(e)(3)(ii); (F) sell, exchange, distribute, or otherwise dispose of, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied on to satisfy Section 355(b) of the Code; or (G) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied on to satisfy Section 355(b) of the Code. Notwithstanding the foregoing, clauses (A) through (E) of this Section 4.02(b)(i) shall not apply unless there are transactions described in such clauses any time before the second anniversary of the Distribution Date that result in one or more Persons acquiring directly or indirectly stock representing, in the aggregate, 25 percent or greater interest in AbbVie (as defined in Sections 355(d)(4) and 355(e) of the Code). This Section 4.02(b)(i) and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

Specified Actions. Any time before During the second anniversary of two year period following the Distribution Date, AbbVie shall Controlled will not (and shall it will cause its Affiliates to notnot to) (A) liquidate, merge, merge or consolidate with or into any corporation that was not already wholly owned by AbbVie or by a wholly owned subsidiary of AbbVie prior to such transactionother corporation; (B) issue any of its capital stock in one or more transactions, other than (i) issuances to employees, directors, employees or independent contractors directors in connection with the performance of services for AbbVie Controlled (that are not excessive by reference to the services performed) which issuances either are (x) are with respect to the exercise of options of AbbVie that are substituted for Abbott options were granted by Controlled before the Closing Date or (y) with respect to the exercise of options that were granted by Controlled on or after the Closing Date which satisfy Safe Harbor VIII the requirements of Treasury Regulations Section 1.355-7(d7T(d)(6) to not be treated for purposes of Section 355(e) of the Code to be part of a plan or series of related transactions that includes the Distribution or the Internal Distributions or (ii) issuances of stock that satisfy Safe Harbor IX to a retirement plan qualified under Section 401(a) or 403(a) of the Code in a transaction which satisfies the requirements of Treasury Regulations Section 1.355-7(d7T(d)(7); (C) redeem, purchase, purchase or otherwise reacquire any of its capital stock in one or more transactions; (D) change the voting rights of any of its stock; (E) issue any options to acquire AbbVie Shares other than options that satisfy Safe Harbor VIII of Treasury Regulations Section 1.355-7(e)(3)(ii); (F) sell, exchange, distribute, distribute or otherwise dispose of, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied on upon to satisfy Section 355(b) of the Code; (F) issue any options to acquire Controlled Shares other than options which satisfy the requirements of Treasury Regulations Section 1.355-7T(e)(3)(ii); or (G) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied on upon to satisfy Section 355(b) of the Code. Notwithstanding the foregoing, clauses (A) through (E) of this Section 4.02(b)(i) shall not apply unless there are transactions described in such clauses any time before the second anniversary of the Distribution Date that result in one or more Persons acquiring directly or indirectly stock representing, in the aggregate, 25 percent or greater interest in AbbVie (as defined in Sections 355(d)(4) and 355(e) of the Code). This Section 4.02(b)(i) and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

Specified Actions. Any time before the second anniversary of the Distribution Date, AbbVie Xxxxxxx shall not (and shall cause its Affiliates to not) (A) liquidate, merge, or consolidate with or into any corporation that was not already wholly owned by AbbVie Xxxxxxx or by a wholly owned subsidiary of AbbVie Xxxxxxx prior to such transaction; (B) issue any of its capital stock in one or more transactions, other than (i) issuances to employees, directors, or independent contractors in connection with the performance of services for AbbVie Xxxxxxx (that are not excessive by reference to the services performed) which issuances either (x) are with respect to the exercise of options of AbbVie Xxxxxxx that are substituted for Abbott Dover options or (y) satisfy Safe Harbor VIII of Treasury Regulations Section 1.355-7(d) to not be treated for purposes of Section 355(e) of the Code to be part of a plan or series of related transactions that includes the Distribution or the Internal Distributions or (ii) issuances of stock that satisfy Safe Harbor IX of Treasury Regulations Section 1.355-7(d); (C) redeem, purchase, or otherwise reacquire any of its capital stock in one or more transactions; (D) change the voting rights of any of its stock; (E) issue any options to acquire AbbVie Xxxxxxx Shares other than options that satisfy Safe Harbor VIII of Treasury Regulations Section 1.355-7(e)(3)(ii7(d); (F) sell, exchange, distribute, or otherwise dispose of, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied on to satisfy Section 355(b) of the CodeCode or any comparable provision of state, local or foreign law; or (G) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied on to satisfy Section 355(b) of the CodeCode or any comparable provision of state, local or foreign law. Notwithstanding the foregoing, clauses (A) through (E) of this Section 4.02(b)(i4.02(a)(i) shall not apply unless there are transactions described in such clauses any time before the second anniversary of the Distribution Date that result in one or more Persons acquiring directly or indirectly stock representing, in the aggregate, 25 a 40 percent or greater interest in AbbVie Xxxxxxx (as defined in Sections 355(d)(4) and 355(e) of the Code). This Section 4.02(b)(i4.02(a)(i) and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

Specified Actions. Any time before the second anniversary of the Distribution Date, AbbVie Xxxxxxx shall not (and shall cause its Affiliates to not) (A) liquidate, merge, or consolidate with or into any corporation that was not already wholly owned by AbbVie Xxxxxxx or by a wholly owned subsidiary of AbbVie Xxxxxxx prior to such transaction; (B) issue any of its capital stock in one or more transactions, other than (i) issuances to employees, directors, or independent contractors in connection with the performance of services for AbbVie Xxxxxxx (that are not excessive by reference to the services performed) which issuances either (x) are with respect to the exercise of options of AbbVie Xxxxxxx that are substituted for Abbott Dover options or (y) satisfy Safe Harbor VIII of Treasury Regulations Section 1.355-7(d) to not be treated for purposes of Section 355(e) of the Code to be part of a plan or series of related transactions that includes the Distribution or the Internal Distributions or (ii) issuances of stock that satisfy Safe Harbor IX of Treasury Regulations Section 1.355-7(d); (C) redeem, purchase, or otherwise reacquire any of its capital stock in one or more transactions; (D) change the voting rights of any of its stock; (E) issue any options to acquire AbbVie Xxxxxxx Shares other than options that satisfy Safe Harbor VIII of Treasury Regulations Section 1.355-7(e)(3)(ii); (F) sell, exchange, distribute, or otherwise dispose of, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied on to satisfy Section 355(b) of the CodeCode or any comparable provision of state, local or foreign law; or (G) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied on to satisfy Section 355(b) of the CodeCode or any comparable provision of state, local or foreign law. Notwithstanding the foregoing, clauses (A) through (E) of this Section 4.02(b)(i4.02(a)(i) shall not apply unless there are transactions described in such clauses any time before the second anniversary of the Distribution Date that result in one or more Persons acquiring directly or indirectly stock representing, in the aggregate, 25 a 40 percent or greater interest in AbbVie Xxxxxxx (as defined in Sections 355(d)(4) and 355(e) of the Code). This Section 4.02(b)(i4.02(a)(i) and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

Specified Actions. Any time before the second anniversary of the Distribution Date, AbbVie Hospira shall not (and shall cause its Affiliates to not) (A) liquidate, merge, or consolidate with or into any corporation that was not already wholly owned by AbbVie Hospira or by a wholly owned subsidiary of AbbVie Hospira prior to such transaction; (B) issue any of its capital stock in one or more transactions, other than (i) issuances to employees, directors, or independent contractors in connection with the performance of services for AbbVie Hospira (that are not excessive by reference to the services performed) which issuances either (x) are with respect to the exercise of options of AbbVie Hospira that are substituted for Abbott options or (y) satisfy Safe Harbor VIII the requirements of Treasury Regulations Section 1.355-7(d7T(d)(6) to not be treated for purposes of Section 355(e) of the Code to be part of a plan or series of related transactions that includes the Distribution Distribution, the Internal Distribution, or the Internal Distributions Bahamian Distribution, or (ii) issuances of stock to a retirement plan qualified under Section 401(a) or 403(a) of the Code in a transaction that satisfy Safe Harbor IX satisfies the requirements of Treasury Regulations Section 1.355-7(d7T(d)(7); (C) redeem, purchase, or otherwise reacquire any of its capital stock in one or more transactions; (D) change the voting rights of any of its stock; (E) issue any options to acquire AbbVie Hospira Shares other than options that satisfy Safe Harbor VIII the requirements of Treasury Regulations Section 1.355-7(e)(3)(ii7T(e)(3)(ii); (F) sell, exchange, distribute, or otherwise dispose of, other than in the ordinary course of business, all or a substantial part of the assets of any of the trades or businesses relied on to satisfy Section 355(b) of the Code; or (G) discontinue or cause to be discontinued the active conduct of any of the trades or businesses relied on to satisfy Section 355(b) of the Code. Notwithstanding the foregoing, clauses (A) through (E) of this Section 4.02(b)(i) shall not apply unless there are transactions described in such clauses any time before the second anniversary of the Distribution Date that result in one or more Persons acquiring directly or indirectly stock representing, in the aggregate, 25 percent or greater interest in AbbVie Hospira (as defined in Sections 355(d)(4) and 355(e) of the Code). This Section 4.02(b)(i) and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.