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. (b) Promptly after the execution by 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.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Alimera Sciences 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 the Representative, Parent, 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 interests of the Holders.
(b) Promptly after the execution by Xxxxxx Xxxxxx, Purchaser, the 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 at their addresses as they appear on the CVR Register, setting forth such amendment.
Appears in 3 contracts
Samples: Merger Agreement (XOMA Corp), Contingent Value Rights Agreement (Concentra Merger Sub, Inc.), Merger Agreement (Jounce 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), 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.
(b) Promptly after the execution and delivery by Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Poseida Therapeutics, Inc.), Merger Agreement (Icosavax, 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 HoldersHolders of not less than a majority of the outstanding CVRs, 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.
(b) Promptly after the execution by Xxxxxx Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall mail (or cause the Rights Agent to mail) 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.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Trubion Pharmaceuticals, Inc), Contingent Value Rights Agreement (Emergent BioSolutions Inc.)
Amendments with Consent of Holders. (a) Subject In addition to any amendment pursuant to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), only with the prior written consent of the Acting Holders, whether evidenced in writing or taken at Holders of not less than a meeting majority of the Holdersoutstanding CVRs, 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 HoldersHolders in their capacity as such.
(b) Promptly after the execution by Xxxxxx 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) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth in general terms the substance of such amendment.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Miromatrix Medical Inc.), Merger Agreement (Miromatrix Medical 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 the Representative, Parent, 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 interests of the Holders.
(b) Promptly after the execution by Xxxxxx Pxxxxx, Purchaser, the 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 at their addresses as they appear on the CVR Register, setting forth such amendment.
Appears in 2 contracts
Samples: Merger Agreement (Kinnate Biopharma Inc.), Merger Agreement (Theseus Pharmaceuticals, 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), only with the prior 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.
(b) Promptly after the execution by Xxxxxx Pxxxxx, Purchaser and the Rights Agent Representative of any amendment pursuant to the provisions of this Section 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.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Rain Oncology Inc.), Merger Agreement (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), only with the prior consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent the Representative, Parent, 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 interests of the Holders.
(b) Promptly after the execution by Xxxxxx Xxxxxx, Purchaser, the 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 mailmail at Parent’s sole cost and 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.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Concentra Merger Sub II, Inc.), Contingent Value Rights Agreement (XOMA 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 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.
(b) Promptly after the execution by 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.
Appears in 2 contracts
Samples: Merger Agreement (Mirati Therapeutics, Inc.), Merger Agreement (Mirati Therapeutics, Inc.)
Amendments with Consent of Holders. (a) Subject i. In addition to Section 5.1 (which any amendments pursuant to Section 5.1 this Agreement that may be made without the consent of the Holders)any Holder pursuant to Section 5.01, only with the prior consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Acting 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 interests of the Holders.
(b) ii. Promptly after the execution by Xxxxxx and the Rights Agent parties of any amendment pursuant to the provisions of this Section 5.25.02, Parent will shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear set forth on the CVR Register, including a copy of such amendment and setting forth in general terms the substance of such amendment.
Appears in 1 contract
Samples: Merger Agreement (electroCore, 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 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.
(b) Promptly after the execution by 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 in general terms the substance of such amendment.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Sesen Bio, Inc.)
Amendments with Consent of Holders. (a) Subject Without limiting Parent’s and the Rights Agent’s respective rights to Section 5.1 (which enter into 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 Holdersany Holder pursuant to Section 5.1, 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 Agreementpurpose, even if such addition, elimination or change amendment is materially adverse to the interest of the Holders, with the consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register (as evidenced in writing or granted at a meeting of the Holders).
(b) Promptly after the execution by Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall 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.
Appears in 1 contract
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 without the consent of the Holders)any Holder pursuant to Section 5.01, only with the prior consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Acting 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 interests of the Holders.
(b) Promptly after the execution by Xxxxxx and the Rights Agent parties of any amendment pursuant to the provisions of this Section 5.25.02, Parent will shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear set forth on the CVR Register, including a copy of such amendment and setting forth in general terms the substance of such amendment.
Appears in 1 contract
Samples: Merger Agreement (NeuroMetrix, 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), only 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.
(b) Promptly after the execution and delivery by Xxxxxx Pxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall 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.
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), only 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.
(b) Promptly after the execution by Xxxxxx Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail shall deliver (or cause the Rights Agent to maildeliver) a notice thereof through the facilities of DTC in accordance with DTC’s procedures or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.
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), only with the prior 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.
(b) Promptly after the execution by Xxxxxx Pxxxxx, Purchaser 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.
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 HoldersHolders or the Rights Agent), only 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.
(b) Promptly after the execution and delivery by Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail shall transmit (or cause the Rights Agent to mailtransmit) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.
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), only with the prior consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, 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.
(b) Promptly after the execution by Xxxxxx Xxxxxx, the 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 at their addresses as they appear on the CVR Register, setting forth such amendment.
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), 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.
(b) Promptly after the execution by Xxxxxx Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall 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.
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), 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.
(b) Promptly after the execution and delivery by Xxxxxx 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.
Appears in 1 contract
Samples: Merger Agreement (Zogenix, 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), only with the prior written consent of the Acting Holders, whether evidenced in writing or taken Holders of at a meeting least 50% of the Holdersoutstanding CVRs, 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.
(b) Promptly after the execution by Xxxxxx and Parxxx xxd the Rights Agent of any amendment pursuant to the provisions of this Section 5.24.2, Parent will shall 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.
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), 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.
(b) Promptly after the execution by Xxxxxx 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) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (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 Holders), only with the prior 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.
(b) Promptly after the execution and delivery by Xxxxxx Xxxxxx, the Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will the Purchaser shall 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.
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), only with the prior 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.
(b) Promptly after the execution by Xxxxxx Parent, Purchaser 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.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Prevail 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), only 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.
(b) Promptly after the execution and delivery by Xxxxxx Pxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall 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.
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 HoldersHolders or the Rights Agent), only 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.
(b) Promptly after the execution and delivery by Xxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall 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.
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), only with the prior 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.
(b) Promptly after the execution by Xxxxxx Parent, Payor 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.
Appears in 1 contract