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, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 5 contracts
Samples: Contingent Value Rights Agreement (Mirati Therapeutics, Inc.), Agreement and Plan of Merger (Icosavax, Inc.), Agreement and Plan of Merger (Mirati Therapeutics, Inc.)
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 HoldersHolders or the Rights Agent), with the prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent Holdco, 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.
Appears in 5 contracts
Samples: Contingent Value Rights Agreement (Shire PLC), Agreement and Plan of Merger (Dyax Corp), Contingent Value Rights Agreement (Shire PLC)
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, whether evidenced in writing or taken at a meeting of the Holders, Parent 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., including any amendment to effect any of the following:
Appears in 5 contracts
Samples: Contingent Value Rights Agreement (Gemphire Therapeutics Inc.), Contingent Value Rights Agreement (Gemphire Therapeutics Inc.), Contingent Value Rights Agreement (GTX Inc /De/)
Amendments with Consent of Holders. (a) Subject to Section 5.1 6.1 (which amendments pursuant to Section 5.1 6.1 may be made without the consent of the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at Holders holding a meeting majority of the Holdersoutstanding Contingent Value Rights (excluding any Contingent Value Rights held by the Issuer and its Affiliates), Parent the Issuer and the Rights Agent may enter into one or more amendments hereto for the purpose of addingto add, eliminating eliminate or changing change any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.
Appears in 4 contracts
Samples: Rights Agreement, Contingent Value Rights Agreement (Nexstar Media Group, Inc.), Agreement and Plan of Merger (Media General Inc)
Amendments with Consent of Holders. (a) Subject to Section 5.1 5.01 (which amendments pursuant to Section 5.1 5.01 may be made without the consent of the Holders), with the consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Contingent Value Rights Agreement (Cerecor Inc.)
Amendments with Consent of Holders. (a) Subject In addition to Section 5.1 (which any amendments pursuant to Section 5.1 this Agreement that may be made by Parent without the consent of any Holder or the Holders)Rights Agent pursuant to Section 5.1, with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent 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 interests of the Holders.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Actavis PLC), Contingent Value Rights Agreement (Forest Laboratories, LLC), Agreement and Plan of Merger (Forest Laboratories Inc)
Amendments with Consent of Holders. (a) Subject In addition to Section 5.1 (which any amendments pursuant to Section 5.1 this Agreement that may be made by Parent without the consent of any Holder or the Holders)Rights Agent pursuant to Section 5.1, with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, or the Holders’ Representative, Parent and the Rights Agent may enter into one or more amendments hereto to this Agreement for the purpose of adding, eliminating or changing amending any provisions of this Agreement, even if such addition, elimination or change amendment is materially adverse to the interest interests of the Holders.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Agreement and Plan of Merger (Elanco Animal Health Inc)
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), only with the prior consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Ani Pharmaceuticals Inc), Agreement and Plan of Merger (Alimera Sciences Inc), Agreement and Plan of Merger (Ani Pharmaceuticals Inc)
Amendments with Consent of Holders. (a) Subject to Section 5.1 4.1 (which amendments pursuant to Section 5.1 4.1 may be made without the consent of any of the HoldersHolders or the Rights Agent), with the written consent of the Acting Holders, whether evidenced in writing or taken at a meeting of Parent, the Holders, Parent Operating Partnership 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.
Appears in 3 contracts
Samples: Contingent Equity Rights Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp)
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 or the Holders’ Representative), with the consent of Company, when authorized by a Board Resolution, the Rights Agent, the Holders’ Representative and the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent Holders may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any or all provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Aytu Bioscience, Inc), Contingent Value Rights Agreement (Aytu Bioscience, Inc), Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.)
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, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gracell Biotechnologies Inc.), Agreement and Plan of Merger (CinCor Pharma, Inc.)
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, whether evidenced in writing or taken at a meeting of the Holders, Parent and Purchaser, 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.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Sigilon Therapeutics, Inc.), Rights Agreement (Akouos, Inc.)
Amendments with Consent of Holders. (a1) 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, whether evidenced in writing or taken at a meeting of the Holders, Parent Purchaser and its Affiliates, 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.
Appears in 2 contracts
Samples: Arrangement Agreement (Shockwave Medical, Inc.), Arrangement Agreement (Neovasc Inc)
Amendments with Consent of Holders. (a) Subject to Section Section 5.1 (which amendments pursuant to Section Section 5.1 may be made without the consent of the Holders), with the consent of the Acting HoldersAdvisory Group, whether evidenced in writing or taken at a meeting of the HoldersRepresentative, Parent and Purchaser may, without the consent of the Rights Agent may Agent, 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 interests of the Holders.
Appears in 2 contracts
Samples: Rights Agreement (Rain Oncology Inc.), Agreement and Plan of Merger (Rain Oncology Inc.)
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 any Holders or the HoldersRights Agent), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Applied Genetic Technologies Corp), Agreement and Plan of Merger (Applied Genetic Technologies Corp)
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), only with the prior consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent the Company, the Representative 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.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (FS Development Holdings II, LLC), Agreement and Plan of Merger (Pardes Biosciences, Inc.)
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 HoldersHolders or the Rights Agent), with the prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, 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.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Ipsen, S.A.), Agreement and Plan of Merger (Albireo Pharma, Inc.)
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 HoldersHolders of not less than a majority of the outstanding CPRs, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 2 contracts
Samples: Contingent Payment Rights Agreement (Medicines Co /De), Contingent Payment Rights Agreement (Targanta Therapeutics Corp.)
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 written consent of the Acting Holdersa CVR Majority, whether evidenced in writing or taken at a meeting of the Holders, Parent 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; provided, even if however, that no such additionamendment shall, elimination or change is materially adverse to without the interest consent of the Holders.any Holder affected thereby:
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Sientra, Inc.), Contingent Value Rights Agreement (Miramar Labs, Inc.)
Amendments with Consent of Holders. (a) Subject to Section 5.1 6.1 (which amendments pursuant to Section 5.1 6.1 may be made without the consent of the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the such Holders, Parent 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.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Carisma Therapeutics Inc.), Agreement and Plan of Merger and Reorganization (Sesen Bio, Inc.)
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 HoldersHolders or the Rights Agent), with the prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inhibrx, Inc.), Agreement and Plan of Merger (Chinook Therapeutics, Inc.)
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 HoldersHolders of not less than a majority of the outstanding Contingent Value Rights, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Summit Financial Services Group Inc)
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 HoldersHolders of not less than a majority of the then-outstanding CPRs, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 1 contract
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 any Holder or the HoldersRights Agent), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stemline Therapeutics Inc)
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, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, the Purchaser 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.
Appears in 1 contract
Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.)
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 prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Alexion Pharmaceuticals, Inc.)
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, whether evidenced in writing or taken at a meeting of the Holders, Parent and Purchaser, 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.
Appears in 1 contract
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, whether evidenced in writing or taken at a meeting of the Holders, Parent Purchaser and its Affiliates, 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.
Appears in 1 contract
Samples: Arrangement Agreement (Clementia Pharmaceuticals Inc.)
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, whether evidenced in writing or taken at a meeting of the such Holders, Parent 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.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Sesen Bio, Inc.)
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, whether evidenced in writing or taken at a meeting of the Holders, Parent Achieve, 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.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Oncogenex Pharmaceuticals, Inc.)
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 HoldersHolders or the Rights Agent), with the prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)
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, whether evidenced in writing or taken at a meeting of the Holders, Parent and Payor, 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alder Biopharmaceuticals Inc)
