Common use of Voting of Shares; Further Assurances Clause in Contracts

Voting of Shares; Further Assurances. (a) Each Shareholder, by this Agreement, during and for the Voting Term, with respect to those Shares that it owns of record at the time of such vote, hereby agrees to vote each of such Shares at every annual, special or adjourned meeting of the stockholders of IVAX (or pursuant to any consent, certificate or other document relating to IVAX that the laws of the State of Florida may permit or require) (i) in favor of the approval of the Merger Agreement and the Mergers, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between IVAX and any person or entity (other than the Mergers) or any other action or agreement that would result in any of the conditions to IVAX's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Shareholder further agrees to cause the Shares owned by it beneficially at the time of such vote to be voted in accordance with the foregoing. (b) For the purposes of this Agreement, "Voting Term" shall mean the period from the execution of this Agreement until the earliest of (i) the Effective Time, (ii) 12 months after the termination of the Merger Agreement, if the Merger Agreement is terminated for a cause pursuant to which Bergen is entitled to the payment of the amount specified in Section 8.05(b) of the Merger Agreement, or (iii) the termination of the Merger Agreement for any other cause.

Voting of Shares; Further Assurances. (a) Each The Shareholder, by this Agreement, during and for the Voting Term, with respect to those Shares that it owns of record at the time of such vote, hereby agrees to vote each of such his Shares at every annual, special or adjourned meeting of the stockholders of IVAX Bergen (or pursuant to any consent, certificate or other document relating to IVAX Bergen that the laws of the State of Florida New Jersey may permit or require) (i) in favor of the approval of the Merger Agreement and the Mergers, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between IVAX Bergen and any person or entity (other than the Mergers) or any other action or agreement that would result in any of the conditions to IVAXBergen's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each The Shareholder further agrees to cause the Shares owned by it beneficially at the time of such vote to be voted in accordance with the foregoing. (b) For the purposes of this Agreement, "Voting Term" shall mean the period from the execution of this Agreement until the earliest of (i) the Effective Time, (ii) 12 months after the termination of the Merger Agreement, if the Merger Agreement is terminated for a cause pursuant to which Bergen IVAX is entitled to the payment of the amount specified in Section 8.05(b8.05(c) of the Merger Agreement, or (iii) the termination of the Merger Agreement for any other cause.