Amendment to Section 6.5. Section 6.5 of the Credit Agreement is hereby amended by deleting such Section it its entirety and replacing it with the following:
Amendment to Section 6.5. The first sentence of Section 6.5(a) of the XXX is hereby deleted in its entirety, and the following is inserted in lieu thereof: “Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the Company and the rights of the Holders under this Agreement may be waived, only by a written instrument duly executed by the Company and the holders of a majority of the Registrable Securities then outstanding, including at least one of the Requisite Holders for so long as at least one of the Requisite Holders holds a majority of the shares of Series A-2 Preferred Stock purchased by such Requisite Holder from the Company prior to the Milestone Closing (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like); provided, however, that any such instrument that amends (i) Section 3.7 and Section 3.19 in a manner adverse to Longitude shall become effective only if duly executed and delivered by Longitude, (ii) Section 3.7 and Section 3.19 in a manner adverse to NEA shall become effective only if duly executed by NEA, (iii) Section 3.7 and Section 3.19 in a manner adverse to Novo, or Section 6.6 in any manner, shall become effective only if duly executed by Novo, (iv) Section 3.7 and Section 3.19 in a manner adverse to Sanofi shall become effective only if duly executed and delivered by Sanofi, (v) Section 3.7 and
Amendment to Section 6.5. Effective as of the Effective Date, Section 6.5 of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following:
Amendment to Section 6.5. Section 6.5(a) is hereby amended by deleting the following phrase:
(A) the process in Section 3.4(a) to deliver and otherwise provide to the Stockholders the portion of the Merger Consideration that is Stock Consideration, and (B)”.
Amendment to Section 6.5. The last sentence of Section 6.5 of the Merger Agreement is hereby amended to read in its entirety as follows: “Except for a Permitted Divestiture (as hereinafter defined), nothing contained in this Section or in this Agreement shall obligate the Parent or Acquisition Co. to agree to hold separate or to dispose of any assets or businesses of the Parent and its subsidiaries or of the Company and its Subsidiaries.”
Amendment to Section 6.5 of the Agreement is hereby deleted in its entirety and replaced with the following new Section 6.5: “Manufacturing Designees The use by TaiMed of a Manufacturing Designee in connection with the manufacture and supply of Product to Theratechnologies and its Affiliates and Designees for the North American Territory pursuant to this Article 6 (including Third Parties that manufacture, package, supply, test or release the Product, and second source suppliers of the Product) shall not relieve TaiMed of any of its obligations under this Agreement, and TaiMed shall remain primarily liable and responsible for all acts and omissions of such Manufacturing Designees as if they were acts or omissions of TaiMed under this Agreement. TaiMed shall ensure that any Manufacturing Designee is bound by valid and enforceable written agreements that are not inconsistent with the applicable terms and conditions set out in this Agreement, including all applicable obligations, covenants and agreements of TaiMed set forth in this Article 6 relating to the manufacture, testing, release, delivery and supply of the Product (regardless whether any such obligation, covenant or agreement set forth herein refers only to TaiMed or also references a Manufacturing Designee). Theratechnologies shall have the right to request a copy of any agreement between TaiMed and a Manufacturing Designee in connection with the manufacture and supply of Product to Theratechnologies, provided that TaiMed may redact therefrom any financial terms or other similar type of information or any confidential information in such agreement. Any such agreement with a Manufacturing Designee shall include the right of Theratechnologies, its Affiliates and their representatives to visit and inspect the facilities of such Manufacturing Designee at which the Product (or parts thereof) are manufactured, packaged, supplied, tested or released on, and subject to, the same terms and conditions applicable to any facility of TaiMed under Section 6.1. The use by Theratechnologies of a Third Party Designee in connection with activities related to the manufacture and supply of Product for the European Territory pursuant to this Article 6 (including Third Parties that package, supply, test or release the Product, and second source suppliers of the Product) shall relieve TaiMed of any of its obligations under this Agreement for the manufacturing and supply activities carried out by such Third Party Designee, except that TaiMed shall ...
Amendment to Section 6.5 is hereby amended by deleting the word “and” prior to “(x)” and adding the following after the word “refinanced” at the end thereof: “; and (xi) contained in agreements or documents entered into in connection with sales of receivables owned by Foreign Subsidiaries permitted by Section 6.8(d).”
Amendment to Section 6.5. The text of Section 6.5 is deleted in its entirety and the following is substituted in lieu thereof:
Amendment to Section 6.5. Section 6.5 of the Loan Agreement is hereby amended by amending and restating it in its entirety to read as follows:
Amendment to Section 6.5. Section 6.5 of the Purchase Agreement (“Employee Matters”) is hereby amended to add the following new sentence at the end of such Section 6.5: “Buyer shall fully credit the Transferred Employees for all purposes with respect to all unused vacation and personal days that have vested or accrued as of the Closing Date, and in no event shall Buyer impose restrictions on the right of the Transferred Employees to be paid upon separation for such unused vacation and personal days, to the extent vested as of the Closing Date, or otherwise require Transferred Employees to forfeit such vested or accrued unused vacation and personal time, if such restrictions did not exist under Seller's vacation or personal time policies.”
