Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by such successor of the covenants of Parent herein as provided in Section 7.3.
Appears in 5 contracts
Samples: Contingent Value Rights Agreement (GTX Inc /De/), Contingent Value Rights Agreement (GTX Inc /De/), Contingent Value Rights Agreement (Gemphire Therapeutics Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Parent Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in in, and subject to, Section 7.3.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Zynerba Pharmaceuticals, Inc.), Agreement and Plan of Merger (Harmony Biosciences Holdings, Inc.), Agreement and Plan of Merger (Concert Pharmaceuticals, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeTrustee, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 7.39.1.
Appears in 4 contracts
Samples: Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Contingent Value Rights Agreement (Cubist Pharmaceuticals Inc)
Amendments Without Consent of Holders. (a) Without the consent of the Representative or any Holders or the Holders’ Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, may and the Rights Agent may shall, if directed by the Parent, enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by such successor for any of the covenants of Parent herein as provided in Section 7.3.following purposes:
Appears in 3 contracts
Samples: Contingent Value Rights Agreement (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.), Agreement and Plan of Merger (Timber Pharmaceuticals, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 7.36.4.
Appears in 2 contracts
Samples: Contingent Payment Rights Agreement (Medicines Co /De), Contingent Payment Rights Agreement (Targanta Therapeutics Corp.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ CVR Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession any successor to or permitted assignee of another Person to Parent and the assumption by any such successor or permitted assignee of the covenants of Parent herein as provided in Section 7.3.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Rexahn Pharmaceuticals, Inc.), Contingent Value Rights Agreement (Rexahn Pharmaceuticals, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeStockholder Representative (except as specified below), Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by such successor for any of the covenants of Parent herein as provided in Section 7.3.following purposes:
Appears in 2 contracts
Samples: Fda Milestone Contingent Value Rights Agreement (NantKwest, Inc.), Sales Milestone Contingent Value Rights Agreement (NantKwest, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Parent Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in in, and subject to, Section 7.36.3.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement, Contingent Value Rights Agreement (Xeris Biopharma Holdings, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession any successor to or permitted Assignee of another Person to Parent and the assumption by any such successor or permitted Assignee of the covenants of Parent herein as provided in Section 7.3.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Carisma Therapeutics Inc.), Agreement and Plan of Merger and Reorganization (Sesen Bio, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeShareholder Representatives, Parent, when authorized by a Board Resolution, Parent at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person a Successor Entity to Parent and the assumption by any such successor Successor Entity of the covenants of Parent herein as provided in Section 7.36.1.
Appears in 1 contract
Samples: Contingent Payment Rights Agreement (American Medical Alert Corp)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Acting Holders’ Representative, Parent, when authorized by a Parent Board ResolutionResolutions and the Rights Agent, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in in, and subject to, Section 7.38.3.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Surface Oncology, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Parent Board ResolutionResolutions, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in in, and subject to, Section 7.3.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Concert Pharmaceuticals, Inc.)
Amendments Without Consent of Holders. (a) Without Notwithstanding anything else to the contrary herein, without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 7.36.3.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Paratek Pharmaceuticals, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 7.36.3.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Radius Health, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession any successor to or permitted Assignee of another Person to Parent and the assumption by any such successor or permitted Assignee of the covenants of Parent herein as provided in Section 7.36.3.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Sesen Bio, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Board ResolutionResolution and the Company, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 7.36.4.
Appears in 1 contract
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants and obligations of Parent herein as provided in Section 7.36.3.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Summit Financial Services Group Inc)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession any successor to or permitted assignee of another Person to Parent and the assumption by any such successor or permitted assignee of the covenants of Parent herein as provided in Section 7.36.3.
Appears in 1 contract
Amendments Without Consent of Holders. (a) Without the consent of any Holders or the Holders’ RepresentativeRights Agent, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 7.3.6.3. Annex IV - 11
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)
Amendments Without Consent of Holders. (a) Without the consent of any Holders or of the HoldersShareholders’ Representative, Parent, when authorized by a Board Resolution, at any time and from time to time, and the Rights Agent may enter into one or more amendments hereto, solely hereto to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in a transaction contemplated by Section 7.35.1 hereof. Promptly after the execution by Parent of any amendment pursuant to the provisions of this Section 4.1, Parent shall provide a copy of such amendment to the Shareholders’ Representative.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc)
