Amendment of Section 21. Section 21 of the Rights Agreement is hereby amended by inserting the following sentence after the first sentence of Section 21: “In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company.”
Amendment of Section 21. Section 21, ‘RECAPTURE’, is hereby deleted in its entirety and replaced with the following: At any time during the term of the Agreement, THE COMPANY may elect to recapture in full the coverage reinsured under this Agreement following the occurrence of any of the following events:
1) Non-payment of reinsurance claims that are not in dispute, that are 60 calendar days past due from THE REINSURER, provided that THE COMPANY provides THE REINSURER with 30 days prior written notice and that payment is not received within that 30 day period.
2) Material breach by THE REINSURER of any term or condition of this Agreement if such breach is not cured within a period of at least 60 calendar days following the delivery of notice of such breach from THE COMPANY to THE REINSURER.
3) THE REINSURER is deemed insolvent as described in Section 24.
4) The occurrence of a “Risk Trigger Event” as defined in Schedule A of this Agreement.
5) A change in premium rates that is unacceptable to THE COMPANY.
6) Any representation or warranty made by THE REINSURER under this Agreement proves to be untrue in any material respect and it is not cured for a period of 60 calendar days following the delivery of notice of such failure from THE COMPANY.
7) A change in ultimate ownership or control.
8) The REINSURER fails to provide security in the form of assets in trust in accordance with the “Security Required from Reinsurer” provision of this Agreement. In addition, at any time after the twentieth policy anniversary, THE COMPANY may elect to recapture all or an appropriate portion of the coverage reinsured under this Agreement to reflect increases in the maximum retention limits for THE COMPANY and all of its affiliates, collectively, subsequent to the date of policy issue. These maximum retention limits as of the effective date of this Agreement are equal to the amounts shown in the Risk Retention Limits table shown in Schedule A. The portion of the coverage that may be recaptured must be directly related to the increase in the limits. To illustrate, if the maximum retention limits are increased by 100%, then the portion that may be recaptured from all reinsurers of the policies reinsured under this Agreement would be equal to 100% of the portion of each reinsured policy that is retained by THE COMPANY. Furthermore, the portion that may be recaptured from THE REINSURER would be determined as THE REINSURER’s prorata share of the total portion reinsured with all reinsurers. In the event THE...
Amendment of Section 21. Section 21 of the Existing Agreement is hereby amended to read in its entirety as follows:
Amendment of Section 21. Section 2.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendment of Section 21. Section 2.1 of the Reinstatement is hereby amended to read as follows:
2.1 Angiodevice, Angiotech US and Histogenics acknowledge that the Agreement shall terminate as of the Termination Date. However, if no later than **** (except as to clause (a), below, for which the date shall be no later than ****), Histogenics has fulfilled all of the following: (a) closed a bona fide financing of Histogenics with net proceeds to Histogenics of at least **** (the “Qualified Financing”); (b) paid to Angiotech one million dollars ($1,000,000) (the “Reinstatement Fee”); and (c) paid to Angiotech fifty thousand dollars ($50,000) (the “Annual Patent Fee”); then on the date that Histogenics fulfills the requirements of the last of (a), (b) and (c) (the “Reinstatement Date”), the Termination Notice shall be treated as if it were never given, the Agreement shall be deemed to have continuously been in full force and effect from the Termination Date to the Reinstatement Date, and the Agreement shall continue thereafter in accordance with its terms.
Amendment of Section 21. Section 21 is hereby amended by deleting the words “under federal” and substituting in place thereof the word “by” so that the affected phrase reads, “to the fullest extent permitted by law”.
Amendment of Section 21. Section 2.1 of the Program Agreement is hereby amended by replacing such section in its entirety as follows:
Amendment of Section 21. Section 2.1 of the Merger Agreement is hereby amended by adding a new Section 2.1(d) to read as follows:
Amendment of Section 21. Section 2.1 of the Debentures is hereby amended and replaced in its entirety with the following:
Amendment of Section 21. The Agreement is hereby amended by deleting Section 2.1 thereof in its entirety and replacing it with the following Section 2.1:
2.1 Facility Construction and Timetable
(a) By [*] (the Facility Completion Target Date), ACSD will construct, equip, test and qualify (IQ/OQ/PQ) and make operational the Facility in accordance with current Good Manufacturing Practices. ACSD’s obligations hereunder include, but are not limited to:
(i) construction of building(s) necessary to perform the Process in a dedicated Facility;
(ii) provision of [*] for production of commercial batches of Product;
(iii) the [*] of all required [*] for the manufacturing and warehousing of Product and validation of Process: and
(iv) [*] to manufacture Product. Subject to adjustment in accordance with Section 2.2, ACSD will complete all activities and to meet all dates set forth in this Agreement. ACSD agrees that the following events (the “Targets”) shall occur by [*]: (i) ACSD shall produce [*] full commercial consistency batches for FDA registration of the Facility; (ii) all data and reports related thereto shall be completed and ready for submission to the FDA; (iii) ACSD shall commence validation processes; and (iv) ACSD will be prepared in all respects for a site inspection by the FDA. The target date for FDA approval of the NDA Manufacturing Supplement for the ACSD facility (the Facility Approval Target Date) is [*]. In addition, ACSD shall (i) complete IQ/OQ/PQ and validation of the fermentation process by [*]; and (ii) complete * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION theconsistency batches, the IQ/OQ/PQ, and the [*] validation batches for the purification process by [*]. ACSD agrees that time is of the essence in completing the tasks set forth in this Section 2.1 in order to comply with ACSD’s obligation to supply Product in [*]. In connection with ACSD completing all activities required to meet the aforementioned dates, Cubist shall remit to ACSD [*]of [*] on each of (i) the date of execution by both parties of this Amendment No. 2 (the “February Payment”); (ii)May 1, 2003 (the “May Payment”); and (iii) August 1, 2003 (the “August Payment”).
(b) By Xxxxx 0, 0000, XXXX and Cubist shall mutually agree upon a schedule for all tasks required to meet the Targets set forth in section 2.1(a) above (the “Schedule”). In the event that, in Cubist’s sole discretion, Cubist determines that the Schedule will not enable [*], the May and August ...
