Governance Amendments Clause Samples

Governance Amendments. (a) Article 11.1(b)(iii) of the Agreement is hereby deleted and replaced by the following: “(iii) reviewing and discussing any reports and updates provided to it by the JCC to the extent permitted under applicable laws, including specific reports and updates from the JCC on developments in international, regional, or national trade regulations (including sanctions, export controls, and import restrictions or obligations) that may impact the Commercialization of Licensed Products;”. (b) Article 11.5(b) of the Agreement is hereby amended with the addition of the following provision as a new Article 11.5(b)(vi): (vi) regularly review and discuss developments in international, regional, or national trade regulations (including sanctions, export controls, and import restrictions or obligations) that may impact the Commercialization of Licensed Products, assess potential implications of such developments for Commercialization (including supply chain, distribution, and market access), and, if applicable and to the extent permitted under applicable law, coordinate mutually-agreed appropriate mitigation strategies.”.

Governance Amendments. The Company, at its expense, shall (i) as promptly as is reasonably practicable (and, in any event within 60 days of the date of this Agreement unless the Special Meeting Proxy Statement (as defined below) is reviewed by the SEC in which event the Company shall use commercially reasonable efforts in good faith to resolve any SEC comments at the earliest practicable time) call and hold the Special Meeting and submit for approval by the Company’s stockholders at the Special Meeting the Charter Amendments, (ii) use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to effect (A) the Charter Amendments, including, without limitation, the Board approving and declaring advisable the Charter Amendments, recommending that the Company’s stockholders approve and adopt the Charter Amendments (and not withdrawing such Board recommendation, making any statements or taking any action inconsistent with such recommendation), preparing and disseminating a proxy statement to the Company’s stockholders (the “Special Meeting Proxy Statement”) (which Special Meeting Proxy Statement shall include such Board recommendation and all necessary information with respect to the Charter Amendments), filing such Special Meeting Proxy Statement with the SEC (which Special Meeting Proxy Statement shall be so filed with the SEC within 20 days of the date of this Agreement), using commercially reasonable efforts to solicit proxies in favor of approval of the Charter Amendments (including retaining a qualified proxy solicitation firm to assist in the solicitation of proxies) and, subject to receipt of the required stockholder approval, filing with the State of Delaware of an amendment to the Certificate of Incorporation reflecting the Charter Amendments and (B) the adoption of all necessary amendments to the By-Laws to be consistent with the terms of this Agreement and the Charter Amendments (including, without limitation, the amendments set forth on Exhibit B) (the “By-Law Amendments”), and (iii) not less than two business days prior to the scheduled date of the Special Meeting, notify the ▇▇▇▇▇▇▇▇▇ Family Parties of proxies received in respect of the approval of the Charter Amendments at the Special Meeting, and, if such proxies are insufficient to approve the Charter Amendments, upon the request of any ▇▇▇▇▇▇▇▇▇ Family Party prior ...