Common use of Amendments Without Consent of Holders Clause in Contracts

Amendments Without Consent of Holders. 1.1 Without the consent of any Holders, NeoPharm, when authorized by a Board Resolution, the Rights Agent, in the Rights Agent’s sole and absolute discretion, and the consent of Insys with respect to any amendments prior to the effective time of the Merger, at any time and from time to time, may amend this Agreement, for any of the following purposes: (a) to evidence the succession of another person as a successor Rights Agent and the assumption by any successor of the covenants and obligations of the Rights Agent herein; (b) to add such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the Board of Directors, the Rights Agent and NeoPharm shall consider to be for the protection of the Holders; (c) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; or (d) as may be necessary or appropriate to ensure that the CPRs are not subject to registration under the Securities Act or the Exchange Act; provided that, in the case of (i), (ii) and (iii) above, such amendment shall not materially adversely affect the interests of the Holders. 1.2 Promptly after the execution by NeoPharm and the Rights Agent of any amendment pursuant to the provisions of this Section 4.1, NeoPharm 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 CPR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. 1.1 Without the consent of any Holders, NeoPharmthe Company, when authorized by a Board Resolution, and the Rights Agent, in the Rights Agent’s sole and absolute discretion, and the consent of Insys with respect to any amendments prior to the effective time of the Merger, at any time and from time to time, may amend this Agreemententer into one or more amendments hereto, in form satisfactory to the Rights Agent, for any of the following purposes: (a) to evidence the succession of another person as a successor Rights Agent Person to the Company, and the assumption by any such successor of the covenants and obligations of the Rights Agent herein;Company herein and in the VCRs; or (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the its Board of Directors, Directors and the Rights Agent and NeoPharm shall consider to be for the protection of the Holders;Holders of VCRs, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restriction, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Agreement as herein set forth; provided that in respect of any such additional covenant, restriction, condition or provision such amendment may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the right of the Holders of a majority in aggregate number of the VCRs to waive such an Event of Default; or (c) to cure any ambiguity, to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; or (d) as may be necessary or appropriate to ensure provided that the CPRs are not subject to registration under the Securities Act or the Exchange Act; provided that, in the case of (i), (ii) and (iii) aboveeach case, such amendment provisions shall not materially adversely affect the interests of the Holders. 1.2 Promptly after the execution by NeoPharm and the Rights Agent of any amendment pursuant to the provisions of this Section 4.1, NeoPharm 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 CPR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. 1.1 (a) Without the consent of any Holders, NeoPharm, when authorized by a Board Resolution, the Issuer and the Rights Agent, in the Rights Agent’s sole and absolute discretion, and the consent of Insys with respect to any amendments prior to the effective time of the Merger, at any time and from time to time, may amend this Agreemententer into one or more amendments hereto, for any of the following purposespurposes only: (ai) to evidence the succession of another person Person selected in accordance with Section 4.3(c) as a successor Rights Agent and the assumption by any successor of the covenants and obligations of the Rights Agent herein; (bii) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the Board of Directors, Issuer and the Rights Agent and NeoPharm shall consider to be for the protection of the Holders; provided, that in each case, such provisions shall not adversely affect the interests of the Holders in any respect; (ciii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions shall not adversely affect the interests of the Holders in any respect; or (div) as may be necessary or appropriate to ensure that the CPRs Contingent Value Rights are not subject to registration under the Securities Act of 1933, as amended, or the Securities Exchange Act; provided thatAct of 1934, in the case of (i), (ii) and (iii) above, such amendment shall not materially adversely affect the interests of the Holdersas amended. 1.2 (b) Promptly after the execution by NeoPharm the Issuer and the Rights Agent of any amendment pursuant to the provisions of this Section 4.16.1, NeoPharm the Issuer shall mail (or cause the Rights Agent to mail) mail a notice thereof by first first-class mail to the Holders at their addresses as they shall appear on in the CPR Register, CVR Register setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. 1.1 (a) Without the consent of any Holders, NeoPharm, when authorized by a Board Resolution, the Issuer and the Rights Agent, in the Rights Agent’s sole and absolute discretion, and the consent of Insys with respect to any amendments prior to the effective time of the Merger, at any time and from time to time, may amend this Agreemententer into one or more amendments hereto, for any of the following purposespurposes only: (ai) to evidence the succession of another person Person selected in accordance with Section 4.3(c) as a successor Rights Agent and the assumption by any successor of the covenants and obligations of the Rights Agent herein; (bii) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the Board of Directors, Issuer and the Rights Agent and NeoPharm shall consider to be for the protection of the Holders; provided, that in each case, such provisions shall not adversely affect the interests of the Holders in any respect; (ciii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions shall not adversely affect the interests of the Holders in any respect; or (div) as may be necessary or appropriate to ensure that the CPRs Contingent Value Rights are not subject to registration under the Securities Act of 1933, as amended, or the Securities Exchange Act; provided thatAct of 1934, in the case of (i), (ii) and (iii) above, such amendment shall not materially adversely affect the interests of the Holdersas amended. 1.2 (b) Promptly after the execution by NeoPharm the Issuer and the Rights Agent of any amendment pursuant to the provisions of this Section 4.16.1, NeoPharm the Issuer shall mail (or cause the Rights Agent to mail) mail a notice thereof by first first-class mail to the Holders at their addresses as they shall appear on in the CPR Register, CVR Register setting forth in general terms the substance of such amendment; provided, that any failure so to notify the Holders shall not affect the validity of such amendment (it being understood that any failure so to notify the Holders shall not excuse the Rights Agent from its obligations under this Section 6.1(b)).

Amendments Without Consent of Holders. 1.1 Without the consent of any Holders, NeoPharm, when authorized by a Board Resolution, (a) Parent and the Rights Agent, in the Rights Agent’s sole and absolute discretion, and the consent of Insys with respect to any amendments prior to the effective time of the Merger, at any time and from time to time, may amend this Agreemententer into one or more amendments hereto, without the consent of any Holders, for any of the following purposes: (ai) to evidence the succession of another person as a successor Rights Agent Person to Parent and the assumption by any such successor of the covenants and obligations of the Rights Agent hereinParent herein as provided in Section 6.3; (bii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the Board of Directors, Parent and the Rights Agent and NeoPharm shall will consider to be for the protection of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (ciii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; or (d) as may be necessary or appropriate to ensure that the CPRs are not subject to registration under the Securities Act or the Exchange Act; provided that, in the case of (i), (ii) and (iii) aboveeach case, such amendment shall provisions do not materially adversely affect the interests of the Holders; (iv) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.4 and Section 3.5; (v) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders; or (vi) if required, to reduce the number of CVRs in the event any Holder agrees to renounce such Hxxxxx’s rights under this Agreement in accordance with Section 6.4. 1.2 (b) Promptly after the execution by NeoPharm Pxxxxx and the Rights Agent of any amendment pursuant to the provisions of this Section 4.15.1, NeoPharm shall 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 shall appear on the CPR CVR Register, setting forth in general the terms the substance of such amendment.

Amendments Without Consent of Holders. 1.1 (a) Without the consent of any the Holders, NeoPharmthe Company, when authorized by a Board Resolution, the Rights Agent, in the Rights Agent’s sole and absolute discretion, and the consent of Insys with respect to any amendments prior to the effective time of the Merger, at any time and from time to time, may amend this Agreement, for any of the following purposesenter into one or more amendments hereto: (ai) to evidence the succession of another person as a successor Rights Agent Person to the Company and the assumption by any such successor of the covenants and obligations of the Rights Agent hereinCompany herein in a transaction contemplated by Section 5.1 hereof; (bii) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the Board of Directors, the Rights Agent and NeoPharm Directors shall consider to be for the protection of the Holders; provided, that in each case, such provisions shall not adversely affect the interests of the Holders; (ciii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; or (d) as may be necessary or appropriate to ensure provided, that the CPRs are not subject to registration under the Securities Act or the Exchange Act; provided that, in the case of (i), (ii) and (iii) aboveeach case, such amendment provisions shall not materially adversely affect the interests of the Holders; (iv) to add, eliminate or change any provision of this Agreement unless such addition, elimination or change is adverse to the interests of the Holders; or (v) to add CVRs and Holders thereof to Exhibit A and to amend the Royalty Percentage, provided that such amendments, taken together, shall not reduce or decrease any Holder’s right to payments under this Agreement. 1.2 (b) Promptly after the execution by NeoPharm and the Rights Agent Company of any amendment pursuant to the provisions of this Section 4.1, NeoPharm the Company 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 CPR Registernotify each Holder in writing, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. 1.1 (a) Without the consent of any Holders, NeoPharmthe Parent, when authorized by a Board Resolution, and the Rights AgentAgents, in the Rights Agent’s Agents' sole and absolute discretion, and the consent of Insys with respect to any amendments prior to the effective time of the Merger, at any time and from time to time, may amend this Agreemententer into one or more amendments hereto, for any of the following purposes: (ai) to evidence the succession of another person Person to the Parent and the assumption by any such successor of the covenants of the Parent herein; provided that such succession and assumption is in accordance with the terms of this Agreement; (ii) to evidence the succession of another Person as a successor Rights Agent and the assumption by any successor of the covenants and obligations of such Rights Agents herein; provided, that such succession and assumption is in accordance with the Rights Agent hereinterms of this Agreement; (biii) to add to the covenants of the Parent such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the Board of Directors, Directors and the Rights Agent and NeoPharm Agents shall consider to be for the protection of the Holders; provided that in each case, such provisions shall not adversely affect the interests of the Holders; (civ) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that in each case, such provisions shall not materially adversely affect the interests of the Holders; or (dv) as may be necessary or appropriate to ensure that the CPRs CVRs are not subject to registration under the Securities Act or the Exchange Act; , as amended, provided that, in the case of (i), (ii) and (iii) above, that that such amendment provisions shall not materially adversely affect the interests of the Holders. 1.2 (b) Promptly after the execution by NeoPharm the Parent and the Rights Agent Agents of any amendment pursuant to the provisions of this Section 4.16.1, NeoPharm the Parent 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 CPR CVR Register, setting forth in general terms the substance of such amendment.

Amendments Without Consent of Holders. 1.1 (a) Without the consent of any Holders, NeoPharm, when authorized by a Board Resolution, Holders or the Rights Agent, in the Rights Agent’s sole and absolute discretion, Parent and the consent of Insys with respect to any amendments prior to the effective time of the MergerPurchaser, at any time and from time to time, may amend this Agreemententer into one or more amendments hereto, for any of the following purposes: (ai) to evidence the succession of another person as a successor Rights Agent Person to the Purchaser and the assumption by any such successor of the covenants and obligations of the Rights Agent hereinPurchaser herein as provided in Section 6.3; (bii) to add to the covenants of Parent or the Purchaser, as applicable, such further covenants, restrictions, conditions or provisions with respect to NeoPharm as the Board of Directors, Purchaser and the Rights Agent and NeoPharm shall consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (ciii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; orprovided that, in each case, such provisions do not adversely affect the interests of the Holders; (div) as may be necessary or appropriate to ensure that the CPRs CVRs are not subject to registration under the Securities Act, the Exchange Act or any securities or “blue sky” laws of any state or other jurisdiction; (v) to evidence the Exchange Actsuccession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 or Section 3.4; provided thator (vi) any other amendments hereto for the purpose of adding, in the case eliminating or changing any provisions of (i)this Agreement, (ii) and (iii) aboveunless such addition, such amendment shall not materially adversely affect elimination or change is adverse to the interests of the Holders. 1.2 (b) Without the consent of any Holders, Parent, the Purchaser and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 6.4 or transfer of CVRs to the Purchaser pursuant to Section 2.6. (c) Promptly after the execution and delivery by NeoPharm Xxxxxx, the Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 4.15.1, NeoPharm 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 shall appear on the CPR CVR Register, setting forth in general terms the substance of such amendment.