Common use of Changes to Offer Clause in Contracts

Changes to Offer. The Offeror shall not, without the prior written consent of each Shareholder, amend the Support Agreement or the Offer to: (i) vary or waive the Minimum Condition; (ii) decrease the consideration per Share; (iii) change the form of consideration payable under the Offer (other than to add additional consideration, whether in the form of cash or securities of the Parent or otherwise); (iv) decrease the number of Shares in respect of which the Offer is made; (v) impose additional conditions to the Offer; (vi) otherwise vary the Offer (or any terms or conditions thereof) in a manner which is adverse to such Shareholder; or (vii) extend the period of time for mailing the Notice of Variation, except as contemplated in section 2.1(c) of the Support Agreement.

Appears in 3 contracts

Samples: Shareholder Support Agreement (Genzyme Corp), Shareholder Support Agreement (Genzyme Corp), Shareholder Support Agreement (AnorMED Inc.)

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Changes to Offer. The Offeror shall not, without the prior written consent of each Shareholder, amend the Support Agreement or the Offer to: (i) vary or waive the Minimum Condition; (ii) decrease the consideration per Share; (iii) change the form of consideration payable under the Offer (other than to add additional consideration, whether in the form of cash or securities of the Parent or otherwise); (iv) decrease the number of Shares in respect of which the Offer is made; (v) impose additional conditions to the Offer; (vi) otherwise vary the Offer (or any terms or conditions thereof) in a manner which is adverse to such the Shareholder; or (vii) extend the period of time for mailing the Notice of VariationOffer , except as contemplated in section 2.1(c) of the Support Agreement.

Appears in 3 contracts

Samples: Shareholder Support Agreement (Baker Julian), Shareholder Support Agreement (Millennium Pharmaceuticals Inc), Shareholder Support Agreement (AnorMED Inc.)

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