Common use of Amendments with Consent of Holders Clause in Contracts

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 17 contracts

Samples: Value Rights Agreement (Epizyme, Inc.), Contingent Value Rights Agreement (La Jolla Pharmaceutical Co), Value Rights Agreement (La Jolla Pharmaceutical Co)

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Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.; provided, however, that no such amendment shall, without the consent of the Holders of sixty six (66%) percent of the outstanding CVRs:

Appears in 9 contracts

Samples: Contingent Value Rights Agreement (Daiichi Sankyo Company, LTD), Contingent Value Rights Agreement (Daiichi Sankyo Company, LTD), Contingent Value Rights Agreement (Ambit Biosciences Corp)

Amendments with Consent of Holders. (a) Subject to Section 5.1 4.1 (which amendments pursuant to Section 5.1 4.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent Company, when authorized by a Board Resolution, may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest of the Holders.

Appears in 5 contracts

Samples: Contingent Value Rights Agreement (North American Financial Holdings, Inc.), Contingent Value Rights Agreement (North American Financial Holdings, Inc.), Contingent Value Rights Agreement (North American Financial Holdings, Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 4 contracts

Samples: Value Rights Agreement, Contingent Value Rights Agreement (Forest Laboratories Inc), Contingent Value Rights Agreement (Forest Laboratories Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterH3 CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Buyer, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Neurogen Corp), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Spectrum Pharmaceuticals Inc), Contingent Value Rights Agreement (Talon Therapeutics, Inc.), Contingent Value Rights Agreement (Allos Therapeutics Inc)

Amendments with Consent of Holders. (a) Subject In addition to Section 5.1 (which any amendments pursuant to Section 5.1 this Agreement that may be made by Parent without the consent of any Holder)Holder or the Rights Agent pursuant to Section 5.1, with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest interests of the Holders.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Grupo Ferrer Internacional, S.A.), Agreement and Plan of Merger (Alexza Pharmaceuticals Inc.), Contingent Value Rights Agreement (Valeant Pharmaceuticals International, Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterAplindore CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Buyer, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Neurogen Corp), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterReal Estate CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Buyer, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Neurogen Corp), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Value Rights Agreement (Ligand Pharmaceuticals Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any HolderHolder or the Rights Agent), with the written consent of the Holders of not less fewer than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Johnson & Johnson), Agreement and Plan of Merger (Johnson & Johnson), Contingent Value Rights Agreement (Abiomed Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any HolderHolder or the Rights Agent), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 4 contracts

Samples: Contingent Value Right Agreement (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Flexion Therapeutics Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterMerck CVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Buyer, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Neurogen Corp)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than at least a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.; provided, however, that no such amendment shall, without the consent of the Holders of sixty-five percent (65%) of the outstanding CVRs:

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Indivior PLC), Contingent Value Rights Agreement (Indivior PLC), Contingent Value Rights Agreement (Indivior PLC)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Buyer, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Pharmacopeia Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc)

Amendments with Consent of Holders. (a) Subject In addition to any amendment pursuant to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at Parent, when authorized by a meeting of the HoldersBoard Resolution, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 3 contracts

Samples: Rights Agreement, Agreement and Plan of Merger (UNITED THERAPEUTICS Corp), Contingent Value Rights Agreement (SteadyMed Ltd.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders or of the CVR Holders’ Representative), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders’ Representative, Parent and the Rights Agent CVR Holders’ Representative may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.

Appears in 3 contracts

Samples: Contingent Value Rights Agreement (Palisade Bio, Inc.), Contingent Value Rights Agreement (Seneca Biopharma, Inc.), Contingent Value Rights Agreement (Seneca Biopharma, Inc.)

Amendments with Consent of Holders. (a) Subject In addition to any amendment pursuant to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the HoldersCVRs, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the HoldersHolders in their capacity as such.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Miromatrix Medical Inc.), Agreement and Plan of Merger (Miromatrix Medical Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 4.1 (which amendments pursuant to Section 5.1 4.1 may be made without the consent of any Holderthe Holders or of the CVR Holders’ Representative), with the written reasonable consent of the Holders of not less than a majority of the outstanding CVRs as set forth in CVR Holders’ Representative, PTI and the CVR Register, whether evidenced in writing or taken at a meeting of Holders’ Representative may after the Holders, Parent and the Rights Agent may Merger enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Yumanity Therapeutics, Inc.), Contingent Value Rights Agreement (Proteostasis Therapeutics, Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 4.1 (which amendments pursuant to Section 5.1 4.1 may be made without the consent of any Holderthe Holders or of the CVR Holders’ Representative), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders’ Representative, Parent and the Rights Agent CVR Holders’ Representative may after the Merger enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders. This Agreement cannot be amended before the Effective Time.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Qualigen Therapeutics, Inc.), Contingent Value Rights Agreement (Ritter Pharmaceuticals Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders or the Rights Agent), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chelsea Therapeutics International, Ltd.), Rights Agreement (Chelsea Therapeutics International, Ltd.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (Emergent BioSolutions Inc.), Contingent Value Rights Agreement (Trubion Pharmaceuticals, Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent the Company, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 2 contracts

Samples: Contingent Value Rights Agreement (EPIX Pharmaceuticals, Inc.), Contingent Value Rights Agreement (EPIX Pharmaceuticals, Inc.)

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Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any HolderHolder or the Rights Agent), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent Purchaser and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 1 contract

Samples: Transaction Agreement (Amryt Pharma PLC)

Amendments with Consent of Holders. (a) Subject In addition to Section 5.1 (which any amendments pursuant to Section 5.1 this Agreement that may be made by Medilogistics without the consent of any Holder)Holder or the Rights Agent pursuant to Section 5.1, with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Medilogistics and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest interests of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Tamez Gutierrez Fernando)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.; provided, however, that no such amendment shall, without the consent of the Holders of sixty-five percent of the outstanding CVRs:

Appears in 1 contract

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

Amendments with Consent of Holders. (a) Subject to Section 5.1 4.1 (which amendments pursuant to Section 5.1 4.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent Purchaser, when authorized by a Board Resolution, may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Capital Bank Corp)

Amendments with Consent of Holders. (a) Subject to Section 5.1 5.01 (which amendments pursuant to Section 5.1 5.01 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a simple majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Buyer, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Echo Pharma Acquisition LTD)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (DARA BioSciences, Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCPRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Parent, when authorized by a Board Resolution, the Company and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 1 contract

Samples: Deposit Escrow Agreement (New Frontier Media Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders Holders’ Representative and a Majority of not less than CVR Holders, Apricus, when authorized by a majority of the outstanding CVRs as set forth in the CVR RegisterBoard Resolution, whether evidenced in writing or taken at a meeting of the Holders, Parent ’ Representative and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest interests of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Apricus Biosciences, Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent Purchaser and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Amryt Pharma PLC)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterRegister (the “Majority Holders”), whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Supernus Pharmaceuticals, Inc.)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent Buyer, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Viropharma Inc)

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adamas Pharmaceuticals Inc)

Amendments with Consent of Holders. (agg) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holder), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR Register, whether evidenced in writing or taken at a meeting of the Holders, Parent and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is materially adverse to the interest of the Holders.

Appears in 1 contract

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

Amendments with Consent of Holders. (a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of any Holderthe Holders), with the written consent of the Holders of not less than a majority of the outstanding CVRs as set forth in the CVR RegisterCVRs, whether evidenced in writing or taken at a meeting of the Holders, Parent MidSouth, when authorized by a Board Resolution, and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions provision of this Agreement, even if such addition, elimination or change is materially in any way adverse to the interest of the Holders.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Midsouth Bancorp Inc)

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