Common use of Definition of Merger Agreement Clause in Contracts

Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (a) do not (i) change the form or amount of consideration payable under the Merger Agreement, (ii) extend the Outside Date past May 16, 2024 (other than any extension provided for in Section 8.1(b) of the Merger Agreement with respect to the Registration Statement), or (iii) otherwise change the terms and conditions of the Merger, the Concurrent Financing or the other Contemplated Transaction in a manner materially adverse to such Stockholder or (b) have been agreed to in writing by such Stockholder.

Appears in 4 contracts

Samples: Support Agreement (Homology Medicines, Inc.), Support Agreement (Homology Medicines, Inc.), Support Agreement (Homology Medicines, Inc.)

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Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (a) do not (i) change the form or amount of consideration payable under the Merger Agreement, (ii) extend the Outside Date past May 16November 14, 2024 2023 (other than any extension provided for in Section 8.1(b) of the Merger Agreement with respect to the Registration Proxy Statement), or (iii) otherwise change the terms and conditions of the Merger, the Concurrent Financing or the other Contemplated Transaction in a manner materially adverse to such Stockholder or (b) have been agreed to in writing by such Stockholder.

Appears in 2 contracts

Samples: Support Agreement (Frequency Therapeutics, Inc.), Support Agreement (Frequency Therapeutics, Inc.)

Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (ai) do not (ix) change the form or amount of consideration payable under consideration, (y) reduce the Merger AgreementConsideration or change the allocation of Merger Consideration among the Neuromed Stockholders in either case in a manner adverse to the Stockholder, or (iiz) extend change the Outside Date past May 16, 2024 (other than any extension provided for obligations in Section 8.1(b6.1(c) of the Merger Agreement with respect to or waive or amend the Registration Statement), or (iiicondition in Section 7.3(d) otherwise change the terms and conditions of the Merger, the Concurrent Financing or the other Contemplated Transaction Merger Agreement in a manner materially adverse to such the Stockholder or (bii) have been agreed to in writing by such Stockholder.

Appears in 2 contracts

Samples: Voting Agreement (Combinatorx, Inc), Voting Agreement (Combinatorx, Inc)

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Definition of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as amended or modified as long as such amendments or modifications (ai) do not (ix) change the form or amount of consideration payable under consideration, (y) reduce the Merger AgreementConsideration or change the allocation of Merger Consideration among the Neuromed Stockholders in either case in a manner adverse to the Stockholder, or (iiz) extend change the Outside Date past May 16, 2024 (other than any extension provided for obligations in Section 8.1(b6.1(c) of the Merger Agreement with respect to or waive or amend the Registration Statement), or (iii) otherwise change condition in Section 7.3(d)of the terms and conditions of the Merger, the Concurrent Financing or the other Contemplated Transaction Merger Agreement in a manner materially adverse to such the Stockholder or (bii) have been agreed to in writing by such Stockholder.

Appears in 1 contract

Samples: Voting Agreement (Combinatorx, Inc)

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