definiens: , the Companies Act 1963, as amended ;, shall have the meaning given to that term in the Preamble ;, shall have the meaning given to that term in Clause 5.4(g ) ;, shall have the meaning given to that term in Clause 6.2(a ) ;, each employee or director benefit plan, arrangement or agreement, whether or notwritten, including any employee welfare benefit plan within the meaning of Section 3(1 ) of ERISA, any employeepension benefit plan within the meaning of Section 3(2 ) of ERISA ( whether or not such plan is subject to ERISA)and any material bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement that is or has been sponsored, maintained or contributed to by the [COMPANY] Group ;, the board of directors of [COMPANY] ;, shall have the meaning given to that term in Clause 8.2(f)(i ) ;, the Second Amended and Restated Bylaws of [COMPANY] ;, shall have the meaning given to that term in Clause 6.2(b)(i ) ;, shall have the meaning given to that term in Clause 8.2(f)(i ) ;, shall have the meaning given to that term in Clause 5.4(c ) ;, the average, rounded to the nearest cent, of the closing sale prices of an ActavisShare on the NYSE as reported by The Wall Street Journal for the five trading days immediately preceding theday on which the Effective Time occurs ;, the members of the board of directors of [COMPANY] ;, shall have the meaning given to that term in Clause 6.2 ;, shall have the meaning given to that term in Clause 7.11(a ) ; 2, shall have the meaning given to that term in Clause 8.2(g)(i ) ;, shall have the meaning given to that term in Clause 3.4(c)(i ) ;, [COMPANY] and all of its Subsidiaries ;, shall have the meaning given to that term in Clause 6.2(m)(ii ) ; ( and ), shall have the meaning given to that term inClause 7.3(d ) ;, shall have the meaning given to that term in Clause 6.2(q)(ii ) ;, such event, development, occurrence, state of facts or change that has amaterial adverse effect on the business, operations or financial condition of [COMPANY] and its Subsidiaries, takenas a whole, but shall not include ( a ) events, developments, occurrences, states of facts or changes ( i ) generallyaffecting the pharmaceuticals industry or the segments thereof in which [COMPANY] and its Subsidiaries operate inthe United States or elsewhere, ( ii ) generally affecting the economy or the financial, debt, credit or securitiesmarkets, in the United States or elsewhere, ( iii ) resulting from any political conditions or developments ingeneral, or resulting from any outbreak or escalation of hostilities, declared or undeclared acts of war orterrorism ( other than any of the foregoing to the extent that it causes any direct damage or destruction to orrenders physically unusable or inaccessible any facility or property of [COMPANY] or any of its Subsidiaries),(iv ) reflecting or resulting from changes or proposed changes in Law ( including rules and regulations),interpretations thereof, regulatory conditions or US GAAP or other accounting standards ( or interpretationsthereof ), ( v ) reflecting or resulting from the approval or disapproval by, or the delay of a determination ofapproval or disapproval by, the FDA or any other Governmental Entity, or any panel or advisory bodyempowered or appointed thereby, with respect to any [COMPANY] Product candidate which is not subject to aneffective marketing application approval by the FDA or other Governmental Entity as of the date of thisAgreement, or ( vi ) resulting from actions of [COMPANY] or any of its Subsidiaries which Warner Chilcott hasexpressly requested in writing or to which Warner Chilcott has expressly consented in writing ( provided, that ineach of the foregoing clauses ( i)-(iv ), such events may be taken into account to the extent [COMPANY] isdisproportionately affected relative to other similarly situated companies ) ; or ( b ) any decline in the stock price ofthe [COMPANY] Shares on the NYSE or any failure to meet internal or published projections, forecasts or revenue orearning predictions for any period ( provided that the underlying causes of such decline or failure may, to theextent not otherwise excluded, be considered in determining whether there is an [COMPANY] Material AdverseEffect ) ; or ( c ) any events, developments, occurrences, states of facts or changes resulting from theannouncement or the existence of this Agreement or the transactions contemplated hereby or the performanceof and the compliance with this Agreement, including any litigation resulting therefrom or with respect thereto(except that this clause ( c ) shall not apply with respect to [COMPANY] ’s representations and warranties in Clause6.2(c)(iii ) ) ;, shall have the meaning given to that term in Clause 6.2(t)(i ) ;, collectively Holdco, IrSub, U.S. Holdco and MergerSub ;, shall have the meaning given to that term in Clause 5.3(i)(i ) ;, shall have the meaning given to that term in Clause 6.2(q)(i ) ; 3, collectively, [COMPANY], Holdco, IrSub, U.S. Holdco and MergerSub ;, shall have the meaning given to that term in Clause 6.2(g)(ii ) ;, shall have the meaning given to that term in Clause 6.2(q)(i ) ;, shall have the meaning given to that term in Clause 6.2(b)(i ) ;, all Products that are being researched, tested, developed, commercialized, manufactured, sold or distributed by [COMPANY] or any of its Subsidiaries and all Products with respect to which [COMPANY] or any ofits Subsidiaries has royalty rights ;, the recommendation of the [COMPANY] Board that [COMPANY] Shareholders vote infavour of the approval of this Agreement ;, shall have the meaning given to that term in Clause 6.2(m)(i ) ;, shall have the meaning given to that term in Clause 6.2(m)(i ) ;, shall have the meaning given to that term in the ExpensesReimbursement Agreement ;, shall have the meaning given to that term in Clause 6.2(b)(i ) ;, shall have the meaning given to that term in Clause 5.3(i)(i ) ;, shall have the meaning given to that term in Clause 5.3(i)(i ) ;, shall have the meaning given to that term in Clause 6.2(d)(i ) ;, an award denominated in [COMPANY] Shares, other than an [COMPANY] Share Option ;, shall have the meaning given to that term in Clause 8.3(a)(i ) ;, the 1995 Non - Employee Directors ’ Stock Option Plan, 2001 Incentive Award Plan, FirstAmendment and Restatement of the 2001 Incentive Award Plan, the Second Amendment and Restatement ofthe 2001 Incentive Award Plan, the Third Amendment and Restatement of the 2001 Incentive Award Plan andthe Fourth Amendment and Restatement of the 2001 Incentive Award Plan, as amended ;, shall have the meaning given to that term in Clause 3.7(b ) ;, the holders of [COMPANY] Shares ;, shall have the meaning given to that term in Clause 3.7(b ) ;, the common shares of [COMPANY], par value US$ 0.0033 per share ;, shall have the meaning given to that term in Clause 5.4(h ) ;, shall have the meaning given to that term in the Takeover Panel Act ; 4, any lawsuit, claim, complaint, action or proceeding before any Relevant Authority ;, in relation to any person, another person that, directly or indirectly, controls, is controlled by, or isunder common control with, such first person ( as used in this definition, ( including, with its correlativemeanings, and ) shall mean the possession, directly or indirectly, ofthe power to direct or cause the direction of management or policies of a person, whether through the ownershipof securities or partnership or other ownership interests, by contract or otherwise ) ;, in relation to any document, the form of that document which has been initialled for the purposeof identification by or on behalf of each of the Parties ;, shall have the meaning given to that term in the Recitals ;, shall have the meaning given to that term in Clause 7.2(d ) ;, shall have the meaning given to that term in Clause 7.2(d ) ;, such amounts as are required to be withheld or deducted under the Code orany provision of state, local or non - U.S. Tax Law with respect to any payment made in connection with thecancellation or conversion of a Warner Chilcott Option or Warner Chilcott Share Award or the payment of anydividend equivalents with respect thereto, as applicable ;, shall have the meaning given to that term in the Takeover Rules ; means the United Kingdom Bribery Act 2010 ; means all and any of the following : the United States Foreign Corrupt Practices Act of1977 ; the Organization For Economic Co - operation and Development Convention on Combating Bribery ofForeign Public Officials in International Business Transactions and related implementing legislation ; the relevantcommon law or legislation in England and Wales relating to bribery and/or corruption, including, the PublicBodies Corrupt Practices Act 1889 ; the Prevention of Corruption Act 1906 as supplemented by the Preventionof Corruption Act 1916 and the Anti - Terrorism, Crime and Security Act 2001 ; the Bribery Act 2010 ; the Proceedsof Crime Act 2002 ; and any anti - bribery or anti - corruption related provisions in criminal and anti - competition lawsand / or anti - bribery, anti - corruption and/or anti - money laundering laws of any jurisdiction in which Warner Chilcottoperates ;, any day, other than a Saturday, Sunday or a day on which banks in Ireland or in the State ofNew York are authorised or required by law or executive order to be closed ;, shall have the meaning given to that term in Clause 6.1(h ) ;, shall have the meaning given to that term in Clause 8.2(b ) ;, all consents, clearances, approvals, permissions, permits, nonactions, orders and waivers to beobtained from, and all registrations, applications, notices and filings to be made with or provided to, anyRelevant Authority or other third party ;, shall have the meaning given to that term in Clause 6.1(i)(i ) ;, shall have the meaning given to that term in the Recitals ; 5, the Companies Acts 1963 to 2005 and Parts 2 and 3 of the Investment Funds, Companiesand Miscellaneous Provisions Act 2006, the Companies ( Amendment ) Act 2009, the Companies ( MiscellaneousProvisions ) Act 2009 and the Companies ( Amendment ) Act 2012, all enactments which are to be read as onewith, or construed or read together as one with, the Companies Acts and every statutory modification and re - enactment thereof for the time being in force ;, completion of the Acquisition and the Merger ;, shall have the meaning given to that term in Clause 8.1(a)(i ) ;, the conditions to the Scheme and the Acquisition set out in paragraphs 1, 2, 3, 4 and 5 of Part Aof Appendix III to the Rule 2.5 Announcement, and means any one of the Conditions ;, the confidentiality agreement between Warner Chilcott and [COMPANY] datedFebruary 15, 2012, as it may be amended from time to time ;, the hearing by the High Court of the Petition to sanction the Scheme under Section 201 of theAct ;, the meeting or meetings of the Warner Chilcott Shareholders ( and any adjournment thereof)convened by order of the High Court pursuant to Section 201 of the Act to consider and, if thought fit, approvethe Scheme ( with or without amendment ) ;, the resolution to be proposed at the Court Meeting for the purposes of approvingand implementing the Scheme ;, the order or orders of the High Court sanctioning the Scheme under Section 201 of the Act andconfirming the reduction of capital that forms part of it under Sections 72 and 74 of the Act ;, shall have the meaning given to that term in Clause 7.2(h ) ;, the date on which the Scheme becomes effective in accordance with its terms ;, the time on the Effective Date at which the Court Order and a copy of the minute required bySection 75 of the Act are registered by the Registrar of Companies ; provided, that the Scheme shall becomeeffective substantially concurrently with the effectiveness of the Merger, to the extent possible ;, the resolutions to be proposed at the EGM for the purposes of approving and implementingthe Scheme, the reduction of capital of Warner Chilcott, changes to the articles of association of WarnerChilcott and such other matters as Warner Chilcott reasonably determines to be necessary for the purposes ofimplementing the Acquisition or, subject to the consent of [COMPANY] ( such consent not to be unreasonablywithheld, conditioned or delayed ), desirable for the purposes of implementing the Acquisition ;, European Medicines Agency ;, the date that is nine months after the date of this Agreement ; provided, that if as of such date allConditions ( other than Conditions 2(c ), 2(d ), 3(c ), 3(d ) and 3(e ) ) have been satisfied ( or, in the sole discretion ofthe applicable Party, waived ( where applicable ) ) or would be satisfied 6(or, in the sole discretion of the applicable Party, waived ( where applicable ) ) if the Acquisition were completedon such date, the shall be the date that is one year after the date of this Agreement ;, shall have the meaning given to that term in Clause 6.1(h ) ; ( and ), shall have the meaning given to that term inClause 6.1(h ) ;, shall have the meaning given to that term in Clause 6.1(h ) ;, the United States Employee Retirement Income Security Act of 1974, as amended ; means, with respect to any entity, trade or business, any other entity, trade or business that isa member of a group described in Section 414(b ), ( c ), ( m ) or ( o ) of the Code or Section 4001(b)(1 ) of ERISA thatincludes the first entity, trade or business, or that is a member of the same as the first entity, trade or business pursuant to Section 4001(a)(14 ) of ERISA ;, shall have the meaning given to that term in the Confidentiality Agreement ;, the United States Securities Exchange Act of 1934, as amended ;, a bank or trust company appointed by [COMPANY] ( and reasonably acceptable to WarnerChilcott ) to act as exchange agent for the payment of the Scheme Consideration and Merger Consideration ;, shall have the meaning given to that term in Clause 8.1(c)(i ) ;, the expenses reimbursement agreement dated May 19, 2013between [COMPANY] and Warner Chilcott, the terms of which have been approved by the Panel ; or, the extraordinary general meeting of the Warner ChilcottShareholders ( and any adjournment thereof ) to be convened in connection with the Scheme, expected to beconvened as soon as the preceding Court Meeting shall have been concluded or adjourned ( it being understoodthat if the Court Meeting is adjourned, the EGM shall be correspondingly adjourned ) ;, United States Foreign Corrupt Practices Act of 1977, as amended ;, the United States Food and Drug Administration ;, United States Food, Drug and Cosmetic Act of 1938, as amended ;, third - party debt financing that is necessary, or that is otherwise incurred or intended to be incurredby any of Holdco, [COMPANY], any of the [COMPANY] Merger Parties or any of the Subsidiaries of [COMPANY], to refinanceor refund any existing indebtedness for borrowed money of Warner Chilcott, [COMPANY] or any of their Subsidiaries, including the offering or private placement of debt securities ;, shall have the meaning given to that term in Clause 7.10(a ) ; 7, the entities that have committed to provide or arrange the Financing or other financings inconnection with the transactions contemplated hereby, including the parties to any joinder agreements or creditagreements entered pursuant thereto or relating thereto, but excluding in each case for the avoidance of doubtthe Parties and their Subsidiaries, together with their respective Affiliates, and their respective Affiliates’officers, directors, employees, agents and representatives and their respective successors and assigns ;, shall have the meaning given to that term in Clause 3.7(a ) ;, shall have the meaning given to that term in Clause 8.1(c)(i ) ; means ( i ) any official, officer, employee, or representative of, or any Person acting in anofficial capacity for or on behalf of, any Governmental Entity, ( ii ) any political party or party official or candidatefor political office or ( iii ) any company, business, enterprise or other entity owned, in whole or in part, orcontrolled by any Person described in the foregoing clause ( i ) or ( ii ) of this definition ; means ( i ) any national, federal, state, county, municipal, local, or foreign government orany entity exercising executive, legislative, judicial, regulatory, taxing, or administrative functions of orpertaining to government, ( ii ) any public international organization, ( iii ) any agency, division, bureau, department, or other political subdivision of any government, entity or organization described in the foregoing clauses ( i ) or(ii ) of this definition, ( iv ) any company, business, enterprise, or other entity owned, in whole or in part, orcontrolled by any government, entity, organization, or other Person described in the foregoing clauses ( i ), ( ii ) or(iii ) of this definition, or ( v ) any political party ;, in relation to any Party, such Party and its Subsidiaries ;, shall have the meaning given to that term in Clause 6.1(h ) ;, the High Court of Ireland ;, shall have the meaning given to that term in the Preamble ;, the board of directors of Holdco ;, shall have the meaning given to that term in Clause 7.11(a ) ;, shall have the meaning given to that term in Clause6.2(a)(ii)(C ) ;, the ordinary shares of US$ 0.0001 each in the capital of Holdco ;, the 7 ( seven ) Holdco Shares in issue at the date of this Agreement ;, the United States Hart - Scott - Rodino Antitrust Improvements Act of 1976, as amended, and the rulesand regulations promulgated thereunder ; ( and ), shall have the meaning given to that term in Clause 7.3(d ) ;, shall have the meaning given to that term in Clause 6.1(p ) ; 8, with respect to Warner Chilcott or [COMPANY], as applicable, a material event, development, occurrence, state of facts or change that was not known or reasonably foreseeable to the Warner Chilcott Boardor [COMPANY] Board, as applicable, on the date of this Agreement, which event, development, occurrence, state offacts or change becomes known to the Warner Chilcott Board or [COMPANY] Board, as applicable, before theWarner Chilcott Shareholder Approval or [COMPANY] Shareholder Approval, as applicable ; provided, that ( i ) in noevent shall any action taken by either Party pursuant to and in compliance with the affirmative covenants setforth in Clause 7.2 of this Agreement, and the consequences of any such action, constitute an InterveningEvent, ( ii ) in no event shall any event, development, occurrence, state of facts or change that has had or wouldreasonably be expected to have an adverse effect on the business, financial condition or operations of, or themarket price of the securities of, a Party or any of its Subsidiaries constitute an Intervening Event with respectto the other Party unless such event, development, occurrence, state of facts or change has had or wouldreasonably be expected to have a Warner Chilcott Material Adverse Effect ( if such other Party is [COMPANY] ) or anActavis Material Adverse Effect ( if such other Party is Warner Chilcott ), ( iii ) in no event shall the receipt, existence of or terms of a Warner Chilcott Alternative Proposal or any enquiry relating thereto or theconsequences thereof constitute an Intervening Event with respect to Warner Chilcott and ( iv ) in no event shallthe receipt, existence of or terms of any [COMPANY] Alternative Proposal or any enquiry relating thereto or theconsequences thereof constitute an Intervening Event with respect to [COMPANY]