CVR Agreement. At or immediately prior to the Effective Time, Parent shall execute and deliver, and Parent will use reasonable best efforts to cause the Rights Agent to execute and deliver, the CVR Agreement, subject to any changes to the CVR Agreement that are requested by the Rights Agent and approved prior to the Effective Time by Parent and the Company (which approval, in the case of each of Parent and the Company, shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Progenics Pharmaceuticals Inc), Agreement and Plan of Merger (Lantheus Holdings, Inc.)
CVR Agreement. At or immediately prior to the Effective Time, Parent shall will authorize and duly adopt, execute and deliver, and Parent will use reasonable best efforts to cause the ensure that a duly qualified Rights Agent to execute executes and deliverdelivers, the CVR Agreement, subject to any changes reasonable revisions to the CVR Agreement that are requested by the such Rights Agent and approved prior to the Effective Time by Parent and the Company (which approvalprovided that such revisions are not, individually or in the case aggregate, detrimental to any holder of each of Parent and the Company, shall not be unreasonably withheld, conditioned or delayedCVRs).
Appears in 2 contracts
Samples: Merger Agreement (Acelrx Pharmaceuticals Inc), Merger Agreement (Tetraphase Pharmaceuticals Inc)
CVR Agreement. At or immediately prior to the Effective Time, Parent shall will execute and deliver, and Parent will use reasonable best efforts to cause the ensure that a duly qualified Rights Agent to execute executes and deliverdelivers, the CVR Agreement, subject to any changes reasonable revisions to the CVR Agreement that are requested by the such Rights Agent and approved prior to the Effective Time by Parent and the Company (which approvalprovided, that such revisions are not, individually or in the case of each of Parent and the Companyaggregate, shall not be unreasonably withhelddetrimental to any CVR holder, conditioned or delayedother than in immaterial respects).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Merger Agreement (SteadyMed Ltd.)
CVR Agreement. At Parent shall, at or immediately prior to the Effective Time, Parent shall duly execute and deliver, deliver the CVR Agreement and Parent will use reasonable best efforts to shall cause the Rights Agent to duly execute and deliver, deliver the CVR AgreementAgreement and the CVR Agreement shall be a valid and binding agreement of Parent, enforceable in accordance with its terms, subject to any changes applicable bankruptcy, insolvency, moratorium or other similar laws relating to the CVR Agreement that are requested by the Rights Agent creditors' rights and approved prior to the Effective Time by Parent and the Company (which approval, in the case general principles of each of Parent and the Company, shall not be unreasonably withheld, conditioned or delayed)equity.
Appears in 1 contract
Samples: Merger Agreement (Liposome Co Inc)
CVR Agreement. At or immediately prior to the Effective Acceptance Time, the Parent shall will authorize and duly adopt, execute and deliver, and Parent will use reasonable best efforts to cause the ensure that a duly qualified Rights Agent to execute executes and deliverdelivers, the CVR Agreement, subject to any changes reasonable revisions to the CVR Agreement that are requested required by the such Rights Agent and (provided that such revisions (i) are not, individually or in the aggregate, detrimental to any CVR holder or (ii) are approved prior to the Effective Time in writing by Parent and the Company (which approval, in the case of each of Parent and the Company, shall such approval not to be unreasonably withheld, conditioned or delayed)).
Appears in 1 contract
Samples: Merger Agreement (Epizyme, Inc.)