Amendment of Investor Rights Agreement. (i) The Investor Rights Agreement is hereby amended by deleting Section 5.1 in its entirety and by substituting in lieu thereof the following new Section 5.1:
Amendment of Investor Rights Agreement. The first sentence of Section 1.1(g) of the Investor Rights Agreement shall be amended and restated in its entirety to read as follows:
Amendment of Investor Rights Agreement. The Company and the holders of the requisite number of shares of Company capital stock under the Investor Rights Agreement, on behalf of all parties to such agreement, hereby agree that upon the consummation of the Merger, the Investor Rights Agreement shall be amended as set forth in Exhibit A hereto.
Amendment of Investor Rights Agreement. (i) The Investor Rights Agreement is hereby amended by deleting the preamble in its entirety and by substituting in lieu thereof the following: "THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "AGREEMENT") dated as of December 13, 2002, is by and among Synta Pharmaceuticals Corp., a Delaware corporation (the "COMPANY"), Xxxxxx X. Day and Mountain Trail Investments, LLC, (singly, a "DAY INVESTOR", and collectively, the "DAY INVESTOR"), Xxxxx X. Xxxxxxx, Gollust Trust II, and Wyandanch Partners, L.P. (singly, a "GOLLUST INVESTOR", and collectively, the "GOLLUST INVESTOR") and Xxxxx Xxxxxx and Cxsynta LLC, an affiliate of Caxton Corporation (singly, a "CAXTON INVESTOR", and collectively, the "CAXTON INVESTOR") (each an "INVESTOR" and, collectively, the "INVESTORS")."
(ii) The Investor Rights Agreement is hereby amended by deleting Sections 1(d), (e), (h), (q), (r), (t), (u) and (v) in their entirety and by substituting in lieu thereof the following:
(d) The term "COMPANY INDEMNIFIED PARTIES" has the meaning set forth in SECTION 2.7(a) hereof."
Amendment of Investor Rights Agreement. Acting in accordance with Section 7.6 of the Investor Rights Agreement, the Company, the Stockholders (as defined in the Investor Rights Agreement) holding Registrable Shares (as defined in the Investor Rights Agreement) representing a majority of the voting power of all Registrable Shares held by the Stockholders and the Investor Majority (as defined in the Investor Rights Agreement), hereby agree as follows:
(a) The references to “Purchase Agreement” in the Investor Rights Agreement shall mean the Purchase Agreement (as defined in the Investor Rights Agreement), as amended by this Amendment.
(b) Section 1 of the Investor Rights Agreement is hereby amended by amending and restating the definition of “Investor Majority” therein to read as follows:
Amendment of Investor Rights Agreement. Upon execution of this Agreement by the XXX Requisite Parties, the Investor Rights Agreement shall be amended as follows:
a. A new exhibit, in the form attached hereto as Attachment 1, shall be added to the Investor Rights Agreement as Exhibit F thereto.
b. The parties to the Investor Rights Agreement shall be deemed to include the investors listed on Exhibit F thereto (as attached by operation hereof), which such parties shall be referred to for purposes of such agreement as the “Series C-1 Investors”. The definition of “Investors” therein shall be amended to include such Series C-1 Investors.
c. The definition of “Investor Stock” shall be amended to include shares of the Company’s Series C-1 Preferred Stock, par value $0.01 per share, including shares issued or issuable upon exercise of warrants exercisable therefor.
Amendment of Investor Rights Agreement. The Purchasers, the Placement Agent, the Officers and the Company hereby agree that, effective upon closing under the Additional Securities Purchase Agreement and the execution of the Joinder Agreement by the Company and Leaf Mountain, the Investor Rights Agreement shall be amended as follows:
(a) The following additional definition shall be added:
Amendment of Investor Rights Agreement. The Investor Rights Agreement is hereby amended by deleting Section 2.11 thereof in its entirety and by substituting in lieu thereof the following:
Amendment of Investor Rights Agreement. Effective as of and contingent upon the Closing, the definition of “Initial Offering” in Section 1.1 of the Investor Rights Agreement is hereby amended and restated in its entirety as follows:
Amendment of Investor Rights Agreement. The Purchaser and Company hereby agree that the Investor Rights Agreement shall be amended, effective as of the Closing Date, as follows:
(a) the following defined terms and the corresponding explanatory text defining such terms shall be deleted in their entirety from Section 1.1, entitled “Definitions”: “Exchange Rights Holder,” “Qualified Financing,” “Qualified Financing Notice,” and “Qualified Financing Securities.”
