Common use of Amendments with Consent of Holders Clause in Contracts

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRs: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone, (ii) reduce the number of CVRs, or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without With the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Majority Holders, Parentby Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by a Board Resolution, Resolution or the chief executive officer of the Company) and the Rights Agent Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding, eliminating adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, even if such addition, elimination CVR Agreement or change is materially adverse to the interest Securities or of modifying in any manner the rights of the HoldersHolders under this CVR Agreement or to the Securities; provided, however, that no such amendment shall, without the consent of the Holders Holder of sixty six (66%) percent of the outstanding CVRseach Outstanding Security affected thereby: (ia) modify in a manner adverse to the Holders (Ai) any provision contained herein with respect to the termination of this CVR Agreement or the CVRsSecurities, (Bii) the time for, for payment and amount of, any payment to be made to of the Holders pursuant to this AgreementMilestone Payment, or (C) otherwise extend the definition time for payment of the Sales Milestone,Securities or reduce the amounts payable in respect of the Securities or modify any other payment term or payment date; (iib) reduce the number of CVRs, the consent of whose Holders is required for any such amendment; or (iiic) modify any of the provisions of this Section 5.26.2, except to increase the percentage of Holders from whom consent or approval is required or to provide that certain other provisions of this CVR Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR Security affected thereby. (b) Promptly after . It shall not be necessary for any Act of Holders under this Section 6.2 to approve the execution by Parent and the Rights Agent particular form of any amendment pursuant to proposed amendment, but it shall be sufficient if such Act shall approve the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendmentsubstance thereof.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without With the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Majority Holders, Parentby Act of said Holders delivered to the Company or the Trustee, Parent (when authorized by a Board Resolution), at any time and the Rights Agent from time to time, may enter into one or more amendments hereto or to the Securities for the purpose of adding, eliminating adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, even if such addition, elimination Agreement or change is materially adverse to the interest Securities or of modifying in any manner the rights of the HoldersHolders under this Agreement or to the Securities; provided, however, that no such amendment shall, without the consent of the Holders Holder of sixty six (66%) percent of the outstanding CVRseach Outstanding Security affected thereby: (ia) modify in a manner adverse to the Holders (Ai) any provision contained herein with respect to the termination of this Agreement or the CVRsSecurities, (Bii) the time for, for payment and amount of, of any payment to be made to the Holders pursuant to this Agreement, or (C) otherwise extend the definition time for payment of the Sales Milestone,Securities or reduce the amounts payable in respect of the Securities or modify any other payment term or payment date; (iib) reduce the number of CVRs, the consent of whose Holders is required for any such amendment; or (iiic) modify any of the provisions of this Section 5.26.2, except to increase the percentage of Holders from whom consent is required or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR Security affected thereby. (b) Promptly after . It shall not be necessary for any Act of Holders under this Section to approve the execution by Parent and the Rights Agent particular form of any amendment pursuant to proposed amendment, but it shall be sufficient if such Act shall approve the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendmentsubstance thereof.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with With the consent of the Holders of not less than at least a majority of the outstanding Outstanding CVRs, whether evidenced by Act of said Holders delivered to the Company and the Trustee (including, without limitation, consents obtained in writing connection with a purchase of, or taken at a meeting of tender offer or exchange offer for, the HoldersSecurities), Parent, the Company (when authorized by a Board Resolution, Resolution and/or its Chief Executive Officer) and the Rights Agent Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding, eliminating adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, even if such addition, elimination CVR Agreement or change is materially adverse to the interest Securities or of modifying in any manner the rights of the HoldersHolders under this CVR Agreement or to the Securities; provided, however, that no such amendment shall, without the consent of the Holders Holder of sixty six (66%) percent of the outstanding CVRseach Outstanding Security affected thereby: (ia) modify in a manner adverse to the Holders (Ai) any provision contained herein with respect to the termination of this CVR Agreement or the CVRsSecurities, (Bii) the time for, for payment and amount of, of any payment to be made to Product Sales Milestone Payment or the Holders pursuant to this AgreementApproval Milestone Payment, or (C) otherwise extend the definition time for payment of the Sales Milestone,Securities or reduce the amounts payable in respect of the Securities or modify any other payment term or Payment Date; (iib) reduce the number of CVRs, ; or (iiic) modify any of the provisions of this Section 5.2SECTION 6.2, except to increase the percentage of Holders from whom consent is required or to provide that certain other provisions of this CVR Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR Security affected thereby. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRs: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone,, Front Line Milestone or Second Line Milestone; (ii) reduce the number of CVRsCVRs (except as provided in Section 5.1(b)(v)), or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRsCPRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six eighty (6680%) percent of the outstanding CVRsCPRs: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRsCPRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales MilestoneMilestones, (ii) reduce the number of CVRsCPRs, or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR CPR affected thereby. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR CPR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without With the consent of the HoldersMajority Holders (including any consent obtained in connection with a tender offer or exchange for, or purchase of, the CVRs), with by Act of said Holders delivered to the consent of Company and the Holders of not less than a majority of Trustee, the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, Company (when authorized by a Board Resolution, Resolution or the chief executive officer of the Company) and the Rights Agent Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding, eliminating adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, even if such addition, elimination CVR Agreement or change is materially adverse to the interest Securities or of modifying in any manner the rights of the HoldersHolders under this CVR Agreement or to the Securities; provided, however, that no such amendment shall, without the consent of the Holders Holder of sixty six (66%) percent of the outstanding CVRseach Outstanding Security affected thereby: (i) modify in a manner adverse in any material respect to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any for payment to be made or (ii) modify in a manner adverse to the Holders pursuant to this Agreement, or (C) the definition amount of the Sales Milestone,any CVR Payment; (iib) reduce the number of CVRs, the consent of whose Holders is required for any such amendment; or (iiic) modify any of the provisions of this Section 5.26.2, except to increase the percentage of Holders from whom consent or approval is required or to provide that certain other provisions of this CVR Agreement cannot be modified or waived without the consent of the each Holder of each outstanding CVR affected thereby. (b) Promptly after . It shall not be necessary for any Act of Holders under this Section 6.2 to approve the execution by Parent and the Rights Agent particular form of any amendment pursuant to proposed amendment, but it shall be sufficient if such Act shall approve the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendmentsubstance thereof.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRsActing Holders, whether evidenced in writing or taken at a meeting of the Holders, Holders’ Representative, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such including any amendment shall, without the consent to effect any of the Holders of sixty six (66%) percent of the outstanding CVRsfollowing: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition definitions of the Net Proceeds or Net Sales Milestone,Proceeds, including related definitions, such as Gross Consideration, Permitted Deductions, SARD Deal, SARD Technology, SARD Compound, SARD Product, SARM Deal, SARM Technology, SARM Compound and SARM Product; (ii) reduce the number of CVRs, CVRs (except as provided in Section 5.1(b)(v)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Parent, the Holders’ Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders each Holder at their addresses its address as they appear it appears on the CVR Register, setting forth such amendment. The failure to deliver such notice, or any defect in such notice, shall not impair or affect the validity of such amendment to this Agreement.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than at least a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRsActing Holders: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone,Milestones; (ii) reduce the number of CVRs, orCVRs (except as contemplated by Section 5.1(a)(vii)); or Table of Contents (iii) modify any provisions of this Section 5.2Article V, except to increase the percentage of percentageof Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Xxxxxx, Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail, at Parent’s expense) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRsActing Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Parent Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRsActing Holders: (i) modify in a manner adverse to the Holders (Ax) any provision contained herein with respect to the termination of this Agreement or the CVRs, (By) the time for, and or amount of, any payment to be made to the Holders pursuant to this Agreement, or (Cz) the definition of the Sales any Milestone,; (ii) reduce the number of CVRs, CVRs (except as provided in Section 5.1(b)(vi)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. No amendment pursuant to this Section 5.2 shall adversely affect the interest of a Holder (in its capacity as a Holder) relative to the interests of all Holders, without the prior written consent of the affected Holder. (b) Promptly after the execution by Parent Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail or deliver (or cause the Rights Agent to mailmail or deliver) a notice thereof by first class mail in accordance with Section 7.2 to the Holders at their addresses as they appear on the CVR RegisterHolders, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRsActing Holders, whether evidenced in writing or taken at a meeting of the Holders, Holders’ Representative, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such including any amendment shall, without the consent to effect any of the Holders of sixty six (66%) percent of the outstanding CVRsfollowing: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition definitions of the Sales Milestone,Net Proceeds, including related definitions, such as Gross Consideration, Permitted Deductions, Gemcabene Deal, and Gemcabene Technology; (ii) reduce the number of CVRs, CVRs (except as provided in Section 5.1(b)(v)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Parent, the Holders’ Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders each Holder at their addresses its address as they appear it appears on the CVR Register, setting forth such amendment. The failure to deliver such notice, or any defect in such notice, shall not impair or affect the validity of such amendment to this Agreement.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than at least a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six sixty-five percent (6665%) percent of the outstanding CVRs: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone,Milestones; (ii) reduce the number of CVRs, CVRs (except as contemplated by Section 5.1(a)(vii)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail deliver (or cause the Rights Agent to maildeliver, at Parent’s expense) a notice thereof by first class mail in accordance with Section 6.2 to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than at least a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six sixty-five percent (6665%) percent of the outstanding CVRs: (i) : modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone, (ii) Milestones; reduce the number of CVRs, or CVRs (iii) except as contemplated by Section 5.1(a)(vii)); or modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) . Promptly after the execution by Parent Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail, at Parent’s expense) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than at least a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRsActing Holders: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone,Milestones; (ii) reduce the number of CVRs, CVRs (except as contemplated by Section 5.1(a)(vii)); or (iii) modify any provisions of this Section 5.2Article V, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Pxxxxx, Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail, at Parent’s expense) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) sixty-five percent of the outstanding CVRs: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales MilestoneMilestones, (ii) reduce the number of CVRs, or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without With the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Majority Holders, Parentby Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by a Board Resolution, Resolution or the chief executive officer of the Company) and the Rights Agent Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding, eliminating adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, even if such addition, elimination CVR Agreement or change is materially adverse to the interest Securities or of modifying in any manner the rights of the HoldersHolders under this CVR Agreement or to the Securities; provided, however, that no such amendment shall, without the consent of the Holders Holder of sixty six (66%) percent of the outstanding CVRseach Outstanding Security affected thereby: (ia) modify in a manner adverse to the Holders (Ai) any provision contained herein with respect to the termination of this CVR Agreement or the CVRsSecurities, (Bii) the time for, for payment and amount of, any payment to be made to of the Holders pursuant to this AgreementMilestone Payment, or (C) otherwise extend the definition time for payment of the Sales Milestone,Securities or reduce the amounts payable in respect of the Securities or modify any other payment term or payment date; (iib) reduce the number of CVRs, the consent of whose Holders is required for any such amendment; or (iiic) modify any of the provisions of this Section 5.26.2, except to increase the percentage of Holders from whom consent or approval is required or to provide that certain other provisions of this CVR Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR Security affected thereby. (b) Promptly after . It shall not be necessary for any Act of Holders under this S ection 6.2 to approve the execution by Parent and the Rights Agent particular form of any amendment pursuant to proposed amendment, but it shall be sufficient if such Act shall approve the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendmentsubstance thereof.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the HoldersShareholders’ Representative, Parent, when authorized by a Board Resolution, and the Rights Agent Shareholders’ Representative may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement; provided, even however, that the consent of a Supermajority of Holders shall be required to amend this Agreement if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders; provided, however, that no such amendment shallthis Agreement may not be amended, without modified or terminated and the consent observance of the Holders of sixty six (66%) percent of the outstanding CVRs: (i) modify any term hereof may not be waived in a manner materially adverse to the Holders (A) any provision contained herein with respect to any Holder without the termination written consent of this Agreement or the CVRssuch Holder, (B) the time forunless such amendment, and amount ofmodification, any payment to be made to the Holders pursuant to this Agreementtermination, or (C) waiver applies to all Holders in the definition of the Sales Milestone, (ii) reduce the number of CVRs, or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected therebysame manner on its face. (b) Promptly after the execution by Parent and the Rights Agent Shareholders’ Representative of any amendment pursuant to the provisions of this Section 5.2, Parent will mail shall deliver (in accordance with Section 7.1), or cause the Rights Paying Agent to mail) deliver, a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment, along with a copy of such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Acting Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRsActing Holders: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the any Annual Net Sales Milestone,; (ii) reduce the number of CVRs, CVRs (except as contemplated by Section 5.1(a)(vii)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Pxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail, at Parent’s expense) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than at least a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRsActing Holders: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone,Milestones; (ii) reduce the number of CVRs, CVRs (except as contemplated by Section 5.1(a)(vii)); or (iii) modify any provisions of this Section 5.2Article V, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Xxxxxx, Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail, at Parent’s expense) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRsActing Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six sixty-five percent (6665%) percent of the outstanding CVRs: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales MilestoneMilestones, (ii) reduce the number of CVRs, or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRsActing Holders, whether evidenced in writing or taken at a meeting of the Acting Holders, Parent, when authorized by a Parent Board ResolutionResolutions, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRsActing Holders: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone,CVR Payment Amount or Gross Payments; (ii) reduce the number of CVRs, CVRs (except as contemplated by Section 5.1(b)(vi)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived waived. b) No amendment pursuant to this Section 5.2 shall adversely affect the interest of a Holder (in its capacity as a Holder) relative to the interests of all Holders, without the prior written consent of the Holder of each outstanding CVR affected therebyHolder. (bc) Promptly after the execution by Parent Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will will, at Parent’s expense, mail or deliver (or cause the Rights Agent to mailmail or deliver) a notice thereof by first class mail in accordance with Section 8.2 to the Holders at their addresses as they appear on the CVR RegisterHolders, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than a majority of the outstanding CVRsActing Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Parent Board ResolutionResolutions, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRsActing Holders: (i) modify in a manner adverse to the Holders (Ax) any provision contained herein with respect to the termination of this Agreement or the CVRs, (By) the time for, and or amount of, any payment to be made to the Holders pursuant to this Agreement, or (Cz) the definition of the Sales any Milestone,; (ii) reduce the number of CVRs, CVRs (except as provided in Section 5.1(b)(vi)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. No amendment pursuant to this Section 5.2 shall adversely affect the interest of a Holder (in its capacity as a Holder) relative to the interests of all Holders, without the prior written consent of the affected Holder. (b) Promptly after the execution by Parent Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail or deliver (or cause the Rights Agent to mailmail or deliver) a notice thereof by first class mail in accordance with Section 7.2 to the Holders at their addresses as they appear on the CVR RegisterHolders, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Holders of not less than at least a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six sixty-five percent (6665%) percent of the outstanding CVRs: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the Sales Milestone,Milestones; (ii) reduce the number of CVRs, CVRs (except as contemplated by Section 5.1(a)(vii)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail, at Parent’s expense) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Acting Holders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRsActing Holders: (i) modify in a manner adverse to the Holders (A) any provision contained herein with respect to the termination of this Agreement or the CVRs, (B) the time for, and amount of, any payment to be made to the Holders pursuant to this Agreement, or (C) the definition of the any Annual Net Sales Milestone,; (ii) reduce the number of CVRs, CVRs (except as contemplated by Section 5.1(a)(vii)); or (iii) modify any provisions of this Section 5.2, except to increase the percentage of Holders from whom consent is required or to provide that certain provisions of this Agreement cannot be modified or waived without the consent of the Holder of each outstanding CVR affected thereby. (b) Promptly after the execution by Parent Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail deliver (or cause the Rights Agent to maildeliver, at Parent’s expense) in accordance with Section 7.2 a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.