Common use of Amendments with Consent of Holders Clause in Contracts

Amendments with Consent of Holders. (a) In addition to any amendments to this Agreement that may be made by Parent without the consent of any Holder or the Rights Agent pursuant to Section 5.1, with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, 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 adverse to the interests of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Appears in 4 contracts

Sources: Contingent Value Rights Agreement (Actavis PLC), Contingent Value Rights Agreement (Forest Laboratories, LLC), Contingent Value Rights Agreement (Forest Laboratories Inc)

Amendments with Consent of Holders. (a) In addition Subject to any Section 5.1 (which amendments pursuant to this Agreement that Section 5.1 may be made by Parent without the consent of any Holder or the Rights Agent pursuant to Section 5.1Holders), with the written consent of the Acting HoldersHolders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, 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 adverse to the interests interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Appears in 4 contracts

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

Amendments with Consent of Holders. (a) In addition Subject to any Section 5.1 (which amendments pursuant to this Agreement that Section 5.1 may be made by Parent without the consent of any Holder or the Rights Agent pursuant to Section 5.1Holders), with the written consent of the Acting HoldersHolders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, 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 interests interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Appears in 4 contracts

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

Amendments with Consent of Holders. (a) In addition Subject to any Section 5.1 (which amendments pursuant to this Agreement that Section 5.1 may be made by Parent without the consent of any Holder or the Rights Agent pursuant to Section 5.1Holders), with the consent of the Acting HoldersHolders of not less than a majority of the outstanding CPRs, whether evidenced in writing or taken at a meeting of the Holders, 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 interests interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR CPR Register, setting forth in general terms the substance of such amendment.

Appears in 2 contracts

Sources: Contingent Payment Rights Agreement (Targanta Therapeutics Corp.), Contingent Payment Rights Agreement (Medicines Co /De)

Amendments with Consent of Holders. (a) In addition Subject to any Section 5.1 (which amendments pursuant to this Agreement that Section 5.1 may be made by Parent without the consent of any Holder or the Rights Agent pursuant to Section 5.1Holders), with the consent of the Acting HoldersHolders of not less than a majority of the outstanding CVRs, whether evidenced in writing or taken at a meeting of the Holders, 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 in any way adverse to the interests interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR RegisterRegister and to the Holder Representative, setting forth in general terms the substance of such amendment.

Appears in 1 contract

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

Amendments with Consent of Holders. (a) In addition Subject to any Section 5.1 (which amendments pursuant to this Agreement that Section 5.1 may be made by Parent without the consent of any Holder or the Rights Agent pursuant to Section 5.1Holders), with the consent of the Acting HoldersHolders of not less than a majority of the outstanding CPRs, whether evidenced in writing or taken at a meeting of the Holders, 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 interests interest of the Holders. . (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR CPR Register, setting forth in general terms the substance of such amendment.

Appears in 1 contract

Sources: Contingent Payment Rights Agreement

Amendments with Consent of Holders. (a) In addition Subject to any Section 5.1 (which amendments pursuant to this Agreement that Section 5.1 may be made by Parent without the consent of any Holder or the Rights Agent pursuant to Section 5.1Holders), with the consent of the Acting HoldersHolders of not less than a majority of the outstanding Contingent Value Rights, whether evidenced in writing or taken at a meeting of the Holders, 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 adverse to the interests interest of the Holders. (b) Promptly after the execution by Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent shall will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear on the CVR Register, setting forth in general terms the substance of such amendment.

Appears in 1 contract

Sources: Merger Agreement (Summit Financial Services Group Inc)

Amendments with Consent of Holders. (a) In addition to any amendments to this Agreement that may be made by Parent and Purchaser without the consent of any Holder or the Rights Agent pursuant to Section 5.15.01, with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, when authorized by a Board Resolution, 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 adverse to the interests of the Holders. (b) Promptly after the execution by Parent ▇▇▇▇▇▇, Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.25.02, Parent Purchaser shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they shall appear set forth on the CVR Register, setting forth in general terms the substance of such amendment.

Appears in 1 contract

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