Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement.
Appears in 17 contracts
Samples: Value Rights Agreement (Epizyme, Inc.), Contingent Value Rights Agreement (La Jolla Pharmaceutical Co), Value Rights Agreement (La Jolla Pharmaceutical Co)
Execution of Amendments. Prior to In executing any amendment permitted by this Section 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Genvec Inc), Contingent Value Rights Agreement (Daiichi Sankyo Company, LTD), Contingent Value Rights Agreement (Daiichi Sankyo Company, LTD)
Execution of Amendments. Prior to In executing any amendment permitted by this Section 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent.
Appears in 7 contracts
Samples: Contingent Value Rights Agreement (Rexahn Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Rexahn Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Gemphire Therapeutics Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 6 contracts
Samples: Rights Agreement (Chelsea Therapeutics International, Ltd.), Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.), Contingent Value Rights Agreement (Spectrum Pharmaceuticals Inc)
Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own obligations, rights, powers, immunities or duties under this Agreement or otherwise.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Contingent Value Rights Agreement (Abiomed Inc)
Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, powers, trusts or duties under this Agreement or otherwise.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stemline Therapeutics Inc), Agreement and Plan of Merger (Anixter International Inc), Agreement and Plan of Merger (Dova Pharmaceuticals Inc.)
Execution of Amendments. Prior to executing any amendment permitted by this Section 54, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent (and reasonably acceptable to Rights Agent at Parent’s sole expense) stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, powers, trusts or duties under this Agreement or otherwise.
Appears in 3 contracts
Samples: Contingent Equity Rights Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp)
Execution of Amendments. Prior to In executing any amendment permitted by this Section Article 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by for Parent and reasonably acceptable to Rights Agent or any of its Affiliates stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Elanco Animal Health Inc), Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. Each amendment to this Agreement shall be evidenced by a writing signed by the Rights Agent and Purchaser. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, powers, trusts or duties under this Agreement or otherwise.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Orchard Therapeutics PLC), Transaction Agreement (Orchard Therapeutics PLC), Contingent Value Rights Agreement (Amryt Pharma PLC)
Execution of Amendments. Prior to executing any amendment permitted by this Section Article 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, powers, trusts or duties under this Agreement or otherwise.
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)
Execution of Amendments. Prior As a condition precedent to executing the execution of any amendment permitted by this Section SECTION 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Shin Nippon Biomedical Laboratories, Ltd.), Contingent Value Rights Agreement (Satsuma Pharmaceuticals, Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section Article 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by for the Parent and reasonably acceptable to Rights Agent or any of its Affiliates stating that the execution of such amendment is authorized or permitted by this CVR Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this CVR Agreement or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zevra Therapeutics, Inc.), Agreement and Plan of Merger (Acer Therapeutics Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in reasonably relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Sientra, Inc.), Contingent Value Rights Agreement (Miramar Labs, Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section Article 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. Each amendment to this Agreement shall be evidenced by a writing signed by the Rights Agent and Parent. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Contingent Value Rights Agreement (Harmony Biosciences Holdings, Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section Article 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Omthera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Omthera Pharmaceuticals, Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section ARTICLE 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Pxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gracell Biotechnologies Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section ARTICLE 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying uponon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Samples: Arrangement Agreement (Fusion Pharmaceuticals Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section Article 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, powers, trusts, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Execution of Amendments. Prior to In executing any amendment permitted by this Section ARTICLE 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Execution of Amendments. Prior to In executing any amendment permitted by this Section Article 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Pxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. Each amendment to this Agreement shall be evidenced by a writing signed by the Rights Agent and Parent. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section ARTICLE 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Execution of Amendments. Prior to In executing any amendment permitted by this Section ARTICLE 5, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement.. 5.4
Appears in 1 contract
Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)
Execution of Amendments. Prior to In executing any amendment permitted by this Section 5, 5 the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Radius Health, Inc.)
Execution of Amendments. Prior to executing any amendment permitted by this Section Article 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, powers, trusts or duties under this Agreement or otherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oyster Point Pharma, Inc.)
Execution of Amendments. Prior to In executing any amendment permitted by this Section Article 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion Opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alexion Pharmaceuticals, Inc.)
Execution of Amendments. Prior to executing any amendment permitted by this Section 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, powers, trusts or duties under this Agreement or otherwise.
Appears in 1 contract
Execution of Amendments. Prior to In executing any amendment permitted by this Section Article 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by Parent and reasonably acceptable to Rights Agent Xxxxxx stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise. Each amendment to this Agreement shall be evidenced by a writing signed by each of the Rights Agent, Parent and Purchaser.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Decibel Therapeutics, Inc.)
