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 Rights Agent), with the prior consent of 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 (Shire PLC), Agreement and Plan of Merger (Dyax 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 Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoHolders’ 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 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders or the Rights AgentHolders), with the prior consent of Majority the Acting 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 (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 5.01 (which amendments pursuant to Section 5.1 5.01 may be made without the consent of the Holders or the Rights AgentHolders), with the prior consent of the Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoParent, 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 the Holders any Holder or the Rights Agent)Agent pursuant to Section 5.1, with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoParent, 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 (Forest Laboratories, LLC), Contingent Value Rights Agreement (Actavis PLC), Agreement and Plan of Merger (Forest Laboratories 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 or the Rights AgentHolders), with the prior consent of Majority 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 Holdco, when authorized by a Board Resolution, 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 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders or the Rights AgentHolders), only with the prior consent of Majority the Acting 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 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 Holders or the Rights Agent), with the prior written consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of Parent, the Holders, Parent Holdco, when authorized by a Board Resolution, 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 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 the Holders any Holder or the Rights Agent)Agent pursuant to Section 5.1, with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, or the Holders’ Representative, Parent Holdco, when authorized by a Board Resolution, 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 or the Rights AgentHolders’ Representative), with the prior consent of Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoCompany, when authorized by a Board Resolution, the Rights Agent, the Holders’ Representative and the Rights Agent Acting 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 or the Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent Holdco, when authorized by a Board Resolutionand 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. (a) Subject to Section Section 5.1 (which amendments pursuant to Section Section 5.1 may be made without the consent of the Holders or the Rights AgentHolders), with the prior consent of Majority Holdersthe Advisory Group, whether evidenced in writing or taken at a meeting the Representative, Parent and Purchaser may, without the consent of the HoldersRights Agent, 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 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 the Holders or the Rights AgentHolders), only with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent Holdcothe Company, when authorized by a Board Resolution, 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 Holders or the Rights Agent), with the prior consent of the Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent Holdco, when authorized by a Board ResolutionParent, 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 or the Rights Agent), with the prior consent of the 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 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 6.1 (which amendments pursuant to Section 5.1 6.1 may be made without the consent of the Holders or the Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the such Holders, Parent HoldcoParent, 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 any Holders or the Rights Agent), with the prior consent of Majority Holders, whether evidenced in writing or taken at a meeting of the Acting 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 2 contracts
Samples: Agreement and Plan of Merger (Applied Genetic Technologies Corp), Contingent Value Rights Agreement (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 or the Rights AgentHolders), with the prior consent of Majority the Acting 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 2 contracts
Samples: Agreement and Plan of Merger (Gracell Biotechnologies Inc.), Agreement and Plan of Merger (CinCor Pharma, 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 or the Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoPurchaser 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 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders or the Rights AgentHolders), with the prior consent of Majority Holdersthe Holders of not less than a majority of the outstanding CPRs, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoParent, 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 (Targanta Therapeutics Corp.), Contingent Payment Rights Agreement (Medicines Co /De)
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 Rights AgentHolders), with the prior written consent of Majority Holdersa CVR Majority, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoParent, 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 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders or the Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the such Holders, Parent HoldcoParent, 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 or the Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoAchieve, 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 Holders or the Rights AgentHolders), with the prior consent of Majority Holdersthe Holders 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 HoldcoParent, 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 or the Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent Holdcoand 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)
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 Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent Holdco, when authorized by a Board Resolutionand 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 or the Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoPurchaser 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 or the Rights AgentHolders), with the prior consent of Majority the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoParent, when authorized by a Board Resolution, 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 or the Rights AgentHolders), with the prior consent of Majority Holdersthe Holders of not less than a majority of the then-outstanding CPRs, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoParent, 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 the Holders any Holder or the Rights Agent), with the prior consent of Majority the Acting 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 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 or the Rights Agent), with the prior consent of the Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoParent, 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 or the Rights AgentHolders), with the prior consent of the Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent HoldcoParent, 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.)
