Common use of Execution of Amendments Clause in Contracts

Execution of Amendments. As a condition precedent to the execution of 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 ▇▇▇▇▇▇ 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 4 contracts

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

Execution of Amendments. As a condition precedent Prior to the execution of 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 ▇▇▇▇▇▇▇▇▇ 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 Purchaser. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privilegespowers, covenants trusts 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 3 contracts

Sources: Contingent Value Rights Agreement (Orchard Therapeutics PLC), Transaction Agreement (Orchard Therapeutics PLC), Contingent Value Rights Agreement (Amryt Pharma PLC)

Execution of Amendments. As a condition precedent to the execution of 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 ▇▇▇▇▇▇ NLS 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 3 contracts

Sources: Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.), Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.), Contingent Value Rights Agreement (NLS Pharmaceutics Ltd.)

Execution of Amendments. As a condition precedent to the execution of 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 ▇▇▇▇▇▇ 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. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent.

Appears in 3 contracts

Sources: Contingent Value Rights Agreement (Roche Holdings Inc), Merger Agreement (89bio, Inc.), Merger Agreement (Regulus Therapeutics Inc.)

Execution of Amendments. As a condition precedent to the execution of any amendment permitted by this Section SECTION 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel selected by ▇▇▇▇▇▇ 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 2 contracts

Sources: Contingent Value Rights Agreement (Shin Nippon Biomedical Laboratories, Ltd.), Contingent Value Rights Agreement (Satsuma Pharmaceuticals, Inc.)

Execution of Amendments. As a condition precedent to the execution of 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 ▇▇▇▇▇▇ 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 2 contracts

Sources: Agreement and Plan of Merger (Poseida Therapeutics, Inc.), Merger Agreement (Icosavax, Inc.)

Execution of Amendments. As a condition precedent to the execution of 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 ▇▇▇▇▇▇ the Company 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 2 contracts

Sources: Contingent Value Rights Agreement (Transcode Therapeutics, Inc.), Membership Interest Purchase Agreement (Transcode Therapeutics, Inc.)

Execution of Amendments. As a condition precedent to the execution of In executing any amendment permitted by this Section 56, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by ▇▇▇▇▇▇ stating that the execution of such amendment is authorized or permitted by this Agreement. The Notwithstanding anything contained herein, 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 2 contracts

Sources: Agreement and Plan of Merger and Reorganization (Sesen Bio, Inc.), Agreement and Plan of Merger and Reorganization (Sesen Bio, Inc.)

Execution of Amendments. As a condition precedent to the execution of 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 ▇▇▇▇▇▇ (which may include internal 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. No supplement or amendment to this Agreement shall be effective unless duly executed by the Rights Agent.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Bluebird Bio, Inc.)

Execution of Amendments. As a condition precedent to the execution of 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 ▇▇▇▇▇▇ 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 1 contract

Sources: Contingent Value Rights Agreement (Sesen Bio, Inc.)

Execution of Amendments. As a condition precedent to the execution of In executing any amendment permitted by this Section 56, the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by P▇▇▇▇▇ stating that the execution of such amendment is authorized or permitted by this Agreement. The Notwithstanding anything contained herein, 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 1 contract

Sources: Contingent Value Rights Agreement (Carisma Therapeutics Inc.)

Execution of Amendments. As a condition precedent Prior to the execution of 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 ▇▇▇▇▇▇ Officer’s Certificate 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 the Company. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, powers, 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 1 contract

Sources: Contingent Value Rights Agreement (Gamida Cell Ltd.)

Execution of Amendments. As a condition precedent to the execution of any amendment permitted by this Section 5, 5.3 the Rights Agent shall will be entitled to receive, and shall will be fully protected in relying upon, an opinion of counsel selected by ▇▇▇▇▇▇ stating that the execution of such amendment is authorized or permitted by this Agreement. The Notwithstanding anything in this Agreement to the contrary, 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 1 contract

Sources: Contingent Value Rights Agreement (Paratek Pharmaceuticals, Inc.)