Common use of Amendments with Consent of Holders Clause in Contracts

Amendments with Consent of Holders. (a) Subject to Section 5.01 (which amendments pursuant to Section 5.01 may be made without the consent of the Holders), with the consent of the Majority 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. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.02, Parent will mail (or, to the extent requested by Parent in writing, 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 4 contracts

Samples: Contingent Value Rights Agreement (Cerecor Inc.), Merger Agreement (Aevi Genomic Medicine, Inc.), Merger Agreement (Aevi Genomic Medicine, Inc.)

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Amendments with Consent of Holders. (a) Subject to Section 5.01 5.1 (which amendments pursuant to Section 5.01 5.1 may be made without the consent of the Holders), with the written consent of the Majority HoldersHolders 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. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will shall mail (or, to the extent requested by Parent in writing, 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 4 contracts

Samples: Contingent Value Rights Agreement, Contingent Value Rights Agreement (Forest Laboratories Inc), Contingent Value Rights Agreement (Forest Laboratories Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.01 5.1 (which amendments pursuant to Section 5.01 5.1 may be made without the consent of the Holders), with the written consent of the Majority HoldersHolders 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. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will shall mail (or, to the extent requested by Parent in writing, 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 4 contracts

Samples: Contingent Value Rights Agreement (Talon Therapeutics, Inc.), Contingent Value Rights Agreement (Spectrum Pharmaceuticals Inc), Contingent Value Rights Agreement (Allos Therapeutics Inc)

Amendments with Consent of Holders. (a) Subject In addition to Section 5.01 (which any amendments pursuant to Section 5.01 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 Majority Acting 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 interests of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will shall mail (or, to the extent requested by Parent in writing, 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 4 contracts

Samples: Contingent Value Rights Agreement (Forest Laboratories, LLC), Contingent Value Rights Agreement (Actavis PLC), Contingent Value Rights Agreement (Forest Laboratories Inc)

Amendments with Consent of Holders. (a) Subject In addition to any amendment pursuant to Section 5.01 5.1 (which amendments pursuant to Section 5.01 5.1 may be made without the consent of the Holders), with the written consent of the Majority Holders, whether evidenced in writing or taken at Holders of not less than a meeting majority of the Holdersoutstanding CVRs, 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 Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will mail (or, to the extent requested by Parent in writing, 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 3 contracts

Samples: Contingent Value Rights Agreement, Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Contingent Value Rights Agreement (SteadyMed Ltd.)

Amendments with Consent of Holders. (a) Subject to Section 5.01 5.1 (which amendments pursuant to Section 5.01 5.1 may be made without the consent of the Holders), with the consent of the Majority HoldersHolders of not less than a majority of the outstanding CPRs, 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. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will shall mail (or, to the extent requested by Parent in writing, 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 CPR Register, setting forth in general terms the substance of such amendment.

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 5.01 5.1 (which amendments pursuant to Section 5.01 5.1 may be made without the consent of the Holders), with the consent of the Majority 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, 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 Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will mail (or, to the extent requested by Parent in writing, 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: Merger Agreement (Summit Financial Services Group Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.01 5.1 (which amendments pursuant to Section 5.01 5.1 may be made without the consent of the Holders), with the consent of the Majority HoldersHolders 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 in any way adverse to the interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will shall mail (or, to the extent requested by Parent in writing, 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 RegisterRegister and to the Holder Representative, setting forth in general terms the substance of such amendment.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (DARA BioSciences, Inc.)

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Amendments with Consent of Holders. (a) Subject In addition to Section 5.01 (which any amendments pursuant to Section 5.01 this Agreement that may be made by Parent and Purchaser without the consent of the Holders)any Holder pursuant to Section 5.01, with the consent of the Majority Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, 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 Parent Xxxxxx, Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.02, Parent will Purchaser shall mail (or, to the extent requested by Parent in writing, 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, setting forth in general terms the substance of such amendment.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Decibel Therapeutics, Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.01 5.1 (which amendments pursuant to Section 5.01 5.1 may be made without the consent of the HoldersHolders 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, 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 Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will shall mail (or, to the extent requested by Parent in writing, 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: Merger Agreement (Alexion Pharmaceuticals, Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.01 5.1 (which amendments pursuant to Section 5.01 5.1 may be made without the consent of the Holders), with the consent of the Majority HoldersHolders of not less than a majority of the outstanding CPRs, 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. . (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.025.2, Parent will shall mail (or, to the extent requested by Parent in writing, 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 CPR Register, setting forth in general terms the substance of such amendment.

Appears in 1 contract

Samples: Contingent Payment Rights Agreement

Amendments with Consent of Holders. (a) Subject In addition to Section 5.01 (which any amendments pursuant to Section 5.01 this Agreement that may be made by Parent and Purchaser without the consent of any Holder or the Holders)Rights Agent pursuant to Section 5.01, with the consent of the Majority Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, 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 Parent Xxxxxx, Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.02, Parent will Purchaser shall mail (or, to the extent requested by Parent in writing, 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, setting forth in general terms the substance of such amendment.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Decibel Therapeutics, Inc.)

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