WAIVER OF THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • November 24th, 2009 • Warner Chilcott PLC • Pharmaceutical preparations • New York
WHEREAS, each of the undersigned is a party to that certain Amended and Restated Shareholders Agreement, dated March 31, 2005, as amended by the First Amendment to the Amended and Restated Shareholders Agreement dated April 19, 2005 and the Second Amendment to the Amended and Restated Shareholders Agreement dated August 20, 2009 (the “Shareholders Agreement”), by and among Warner Chilcott Limited (f/k/a Warner Chilcott Holdings Company, Limited), an exempted Bermuda limited company (“Warner I”), Warner Chilcott Holdings Company II, Limited, an exempted Bermuda limited company (“Warner II”), Warner Chilcott Holdings Company III, Limited, an exempted Bermuda limited company ( “Warner III” and, together with Warner I and Warner II, the “Companies”) and certain other persons named therein. All defined terms used but not defined herein shall have the meanings assigned to such terms in the Shareholders Agreement;
Warner Chilcott plc Ordinary Shares, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • November 24th, 2009 • Warner Chilcott PLC • Pharmaceutical preparations • New York
The shareholders named in Schedule III hereto (the “Selling Shareholders”) of Warner Chilcott plc (which was formerly known as Warner Chilcott Limited), a company incorporated under the laws of Ireland (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. are acting as representatives (the “Representatives”), an aggregate of 20,000,000 ordinary shares, par value $0.01 per share (“Ordinary Shares”), of the Company (the “Firm Shares”) and at the election of the Underwriters, up to 3,000,000 additional shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
