Common use of Control by Holders Clause in Contracts

Control by Holders. (a) The Majority Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 9 contracts

Samples: Contingent Value Rights Agreement (Akorn Inc), Contingent Value Rights Agreement (Akorn Inc), Contingent Value Rights Agreement (Bristol Myers Squibb Co)

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Control by Holders. (a) The Majority Acting Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, committee or a committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

Control by Holders. (a) The Majority Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section SECTION 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 4 contracts

Samples: Rights Agreement, Contingent Value Rights Agreement (Community Health Systems Inc), Contingent Value Rights Agreement (Community Health Systems Inc)

Control by Holders. (a) The Majority Holders of at least a majority of the Outstanding CVRs shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section SECTION 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Wright Medical Group Inc), Contingent Value Rights Agreement (Wright Medical Group Inc), Contingent Value Rights Agreement (Biomimetic Therapeutics, Inc.)

Control by Holders. (a) The Majority Holders shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Celgene Corp /De/), Contingent Value Rights Agreement (Celgene Corp /De/), Contingent Value Rights Agreement (Abraxis BioScience, Inc.)

Control by Holders. (a) The Majority Holders of at least a majority of the Outstanding CVRs shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Genzyme Corp), Contingent Value Rights Agreement (Genzyme Corp), Contingent Value Rights Agreement (Sanofi-Aventis)

Control by Holders. (a) The Majority Requisite Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further provided, further, that (subject to the provisions of Section 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Cartesian Therapeutics, Inc.), Agreement and Plan of Merger (Selecta Biosciences Inc)

Control by Holders. (a) The Majority Holders shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities CVRs by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further provided, further, that (subject to the provisions of Section 4.13.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or (ii) a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if (iii) the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Grail, LLC)

Control by Holders. (a) The Majority Holders shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers responsible officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (APP Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Fresenius Kabi Pharmaceuticals Holding, Inc.)

Control by Holders. (a) The Majority Holders shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities CVRs by this CVR Agreement; Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; Agreement; and provided further provided, further, that (subject to the provisions of Section 4.13.1) the Trustee shall have the right to decline to follow any such 39 direction if (i) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or (ii) a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if (iii) the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Illumina, Inc.)

Control by Holders. (a) The i)The Majority Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the TrusteeRights Agent, or exercising any power conferred on the Trustee Rights Agent with respect to the Securities CVRs by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further provided, further, that (subject to the provisions of Section 4.1) the Trustee Rights Agent shall have the right to decline to follow any such direction if the TrusteeRights Agent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee Rights Agent in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee Rights Agent shall determine that the action or proceedings so directed would involve the Trustee Rights Agent in personal liability or if the Trustee Rights Agent in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities CVRs not joining in the giving of said direction.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Third Point Reinsurance Ltd.)

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Control by Holders. (a) The Majority Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the TrusteeRights Agent, or exercising any power conferred on the Trustee Rights Agent with respect to the Securities CVRs by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further provided, further, that (subject to the provisions of Section 4.1) the Trustee Rights Agent shall have the right to decline to follow any such direction if the TrusteeRights Agent, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee Rights Agent in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee Rights Agent shall determine that the action or proceedings so directed would involve the Trustee Rights Agent in personal liability or if the Trustee Rights Agent in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities CVRs not joining in the giving of said direction.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Sirius International Insurance Group, Ltd.)

Control by Holders. (a) The Majority Holders of at least a majority of the outstanding CVRs shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the CVR Trustee, or exercising any power conferred on the CVR Trustee with respect to the Securities CVRs by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section 4.14.2 hereof) the CVR Trustee shall have the right to decline to follow any such direction if the CVR Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the CVR Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the CVR Trustee in personal liability or if the CVR Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities CVRs not joining in the giving of said direction.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Yin Jia Investments LTD)

Control by Holders. (a) The Majority Holders shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section S ection 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 1 contract

Samples: Contingent Value Rights Agreement

Control by Holders. (a) The Majority Holders shall have the right to direct the time, method method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities CVRs by this CVR Agreement; Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; Agreement; and provided further provided, further, that (subject to the provisions of Section 4.13.1) the Trustee shall have the right to decline to follow any such direction if (i) the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or (ii) a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if (iii) the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Illumina, Inc.)

Control by Holders. (a) The Majority Holders of at least a majority of the Outstanding CVRs shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any power conferred on the Trustee with respect to the Securities by this CVR Agreement; provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further provided, further, that (subject to the provisions of Section 4.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said direction.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Alliancebernstein L.P.)

Control by Holders. (a) The Majority Holders of a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities by this CVR Agreement; Trustee, provided that such direction shall not be otherwise than in accordance with Law and the provisions of this CVR Agreement; and provided further that (subject to the provisions of Section 4.18.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, Trustee shall determine that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Trustee being advised by counsel, shall determine counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directorsdirectors or trustees, the executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities not joining in the giving of said directionliability.

Appears in 1 contract

Samples: Countrywide Home Loans Inc

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