CVRs. At or prior to the Closing, Parent shall cause the CVR Agreement to be duly authorized, executed and delivered by Parent and the Rights Agent; provided, that Parent may agree to reasonable modifications to the CVR Agreement as requested by the Rights Agent prior to executing the CVR Agreement so long as such modifications are not adverse to the Holders (as defined in the CVR Agreement) thereunder in any material respect.
Appears in 2 contracts
Sources: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Prosensa Holding N.V.)
CVRs. (a) At or prior to the Offer Closing, Parent shall cause duly authorize, execute and deliver the CVR Agreement to be duly authorized, executed and delivered by with the Rights Agent.
(b) Parent and the Rights Agent; providedCompany shall cooperate, that Parent may agree to reasonable modifications including by making changes to the form of CVR Agreement attached hereto as requested by Exhibit B, as necessary to ensure that the Rights Agent prior to executing the CVR Agreement so long as such modifications CVRs are not adverse subject to registration under the Holders (as defined in Securities Act, the CVR Agreement) thereunder in Exchange Act or any material respectapplicable state securities or “blue sky” laws.
Appears in 1 contract
Sources: Merger Agreement (Chelsea Therapeutics International, Ltd.)