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 18 contracts
Samples: Contingent Value Rights Agreement (Epizyme, Inc.), Contingent Value Rights Agreement (La Jolla Pharmaceutical Co), Contingent 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: Merger Agreement (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: Merger Agreement (Chelsea Therapeutics International, Ltd.), Contingent Value Rights Agreement (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), Merger Agreement (Johnson & Johnson), Merger Agreement (Johnson & Johnson)
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.), Merger Agreement (Supernus Pharmaceuticals, Inc.), Merger Agreement (Adamas 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 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), Merger Agreement (Elanco Animal Health Inc), Merger Agreement (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 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: Merger Agreement (Stemline Therapeutics Inc), Agreement and Plan of Merger (Anixter International Inc), Merger Agreement (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 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: Merger Agreement (Omthera Pharmaceuticals, Inc.), Contingent Value Rights Agreement (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 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: Merger Agreement (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 upon Officer’s Certificates of counsel selected by Parent and reasonably acceptable to Rights Agent stating that the its 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: Merger Agreement (NeuroMetrix, Inc.), Merger Agreement (electroCore, 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 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 2 contracts
Samples: Agreement and Plan of Merger (Poseida Therapeutics, Inc.), Merger Agreement (Icosavax, 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 (Miramar Labs, Inc.), Contingent Value Rights Agreement (Sientra, 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 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 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.)
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
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 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 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 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
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
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
Samples: Merger Agreement (Zogenix, 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.)