Disclosure of interests in shares neither delaware

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Disclosure of Interests inSharesNeither Delaware law nor Forest's governing documentsimpose any obligation with respect to disclosure byshareholders of their interests in Forest shares.Under the Companies Acts, there is a notificationrequirement for shareholders who acquire or cease tobe interested in 5% of the shares of an Irish publiclimited company. An Actavis shareholder thereforemust make such a notification to Actavis if, as a resultof a transaction, the shareholder will be interested in5% or more of the relevant share capital of Actavis; orif, as a result of a transaction, a shareholder who wasinterested in more than 5% of the relevant share capitalof Actavis ceases to be so interested. Where ashareholder is interested in more than 5% of therelevant share capital of Actavis (i.e., voting shares),any alteration of his or her interest that brings his orher total holding through the nearest whole percentagenumber, whether an increase or a reduction, must benotified to Actavis.192
Table of ContentsForestActavisThe relevant percentage figure is calculated byreference to the aggregate par value of the shares inwhich the shareholder is interested as a proportion ofthe entire par value of Actavis ordinary share capital.Where the percentage level of the shareholder's interestdoes not amount to a whole percentage, this figure maybe rounded down to the next whole number. All suchdisclosures should be notified to Actavis within fivebusiness days of the alteration of the shareholder'sinterests that gave rise to the requirement to notify.Where a person fails to comply with the notificationrequirements described above no right or interest ofany kind whatsoever in respect of any shares inActavis concerned, held by such person, shall beenforceable by such person, whether directly orindirectly, by action or legal proceeding. However,such person may apply to the Irish High Court to havethe rights attaching to the shares concerned reinstated.In addition to the above disclosure requirement,Actavis, under the Companies Acts, may by notice inwriting require a person whom Actavis knows or hasreasonable cause to believe to be, or at any time duringthe three years immediately preceding the date onwhich such notice is issued, to have been interested inshares comprised in Actavis' relevant share capital: (a)to indicate whether or not it is the case and (b) wheresuch person holds or has during that time held aninterest in the shares of Actavis, to give such furtherinformation as may be required by Actavis, includingparticulars of such person's own past or presentinterests in Actavis ordinary shares. Any informationgiven in response to the notice is required to be givenin writing within such reasonable time as may bespecified in the notice.

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