Common use of Execution of Amendments Clause in Contracts

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 19 contracts

Sources: Contingent Value Rights Agreement (Mersana Therapeutics, Inc.), Contingent Value Rights Agreement (Epizyme, Inc.), 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

Sources: 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

Sources: 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

Sources: Contingent Value Rights Agreement (Chelsea Therapeutics International, Ltd.), Merger Agreement (Chelsea Therapeutics International, Ltd.), Contingent Value Rights Agreement (Talon Therapeutics, 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 ▇▇▇▇▇▇ 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 it reasonably determines adversely affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.

Appears in 4 contracts

Sources: Contingent Value Rights Agreement (Mannkind Corp), Contingent Value Rights Agreement (Mannkind Corp), Merger Agreement (scPharmaceuticals 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 ▇▇▇▇▇▇ 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

Sources: 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 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

Sources: Contingent Equity Rights Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp)

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

Sources: Contingent Value Rights Agreement (Supernus Pharmaceuticals, Inc.), Merger Agreement (Supernus Pharmaceuticals, Inc.), Merger Agreement (Adamas 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 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

Sources: Merger Agreement (Stemline Therapeutics Inc), Agreement and Plan of Merger (Anixter International Inc), Merger Agreement (Dova 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

Sources: Contingent Value Rights Agreement (Elanco Animal Health Inc), Merger Agreement (Elanco Animal Health Inc), Merger Agreement (Aratana Therapeutics, 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 3 contracts

Sources: Contingent Value Rights Agreement (electroCore, Inc.), 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 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. 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

Sources: 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 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

Sources: Contingent Value Rights Agreement (Miramar Labs, Inc.), Contingent Value Rights Agreement (Sientra, 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 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

Sources: Contingent Value Rights Agreement (Omthera Pharmaceuticals, Inc.), Merger Agreement (Omthera Pharmaceuticals, 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 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, powers, trusts or duties under this Agreement or otherwise.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Paragon 28, Inc.)

Execution of Amendments. Prior to 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 obligations, rights, powers, immunities, or duties under this Agreement or otherwise.

Appears in 2 contracts

Sources: Contingent Value Rights Agreement (Durect Corp), Merger Agreement (LENSAR, 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 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

Sources: 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 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

Sources: Contingent Value Rights Agreement (Actavis PLC)

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 ▇▇▇▇▇▇ (including in-house 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

Sources: Merger Agreement (Akero 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 ▇▇▇▇▇▇▇▇▇ 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

Sources: Transaction Agreement (Amryt Pharma PLC)

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 1 contract

Sources: Merger Agreement (Oyster Point Pharma, 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 P▇▇▇▇▇ 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, powers, trusts or duties under this Agreement or otherwise.

Appears in 1 contract

Sources: Contingent Value Rights Agreement (Checkpoint 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 ▇▇▇▇▇▇ 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, powers, trusts or duties under this Agreement or otherwise.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Zimmer Biomet Holdings, 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 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, powers, trusts or duties under this Agreement or otherwise.

Appears in 1 contract

Sources: Merger Agreement (Checkpoint 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 P▇▇▇▇▇ 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, powers, trusts or duties under this Agreement or otherwise.

Appears in 1 contract

Sources: Merger Agreement (Monogram Technologies 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 ▇▇▇▇▇▇ 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

Sources: Merger Agreement (CinCor Pharma, 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 P▇▇▇▇▇ 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 1 contract

Sources: Merger Agreement (Zynerba 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 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. 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

Sources: Contingent Value Rights Agreement (Decibel Therapeutics, 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

Sources: Merger Agreement (Alexion 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 uponon, 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

Sources: Arrangement Agreement (Fusion 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 Parent and reasonably acceptable to Rights Agent ▇▇▇▇▇▇ 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.

Appears in 1 contract

Sources: Contingent Value Rights Agreement (Roche Holdings Inc)

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

Sources: Contingent Value Rights Agreement (Radius Health, Inc.)