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 the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub 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 of the Holders. (b) Promptly after the execution by ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub, the Representative, and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 3 contracts

Sources: Contingent Value Rights Agreement (iTeos Therapeutics, Inc.), Contingent Value Rights Agreement (CARGO Therapeutics, Inc.), Contingent Value Rights Agreement (IGM Biosciences, Inc.)

Amendments with Consent of Holders. (a) Subject to Section ‎Section 5.1 (which amendments pursuant to Section ‎Section 5.1 may be made without the consent of the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the HoldersAdvisory Group, the Representative, ParentParent and Purchaser may, Merger Sub and without the consent of the Rights Agent may Agent, 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 of the Holders. (b) Promptly after the execution by P▇▇▇▇▇, ▇▇▇▇▇▇ Sub, the Representative, Purchaser and the Rights Agent Representative of any amendment pursuant to the provisions of this Section ‎Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 2 contracts

Sources: Contingent Value Rights Agreement (Rain Oncology Inc.), Merger Agreement (Rain Oncology 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 the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub 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 ▇▇▇▇▇▇, ▇P▇▇▇▇▇ Sub, the Representative, and its Affiliates and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 2 contracts

Sources: CVR Agreement (Supernus Pharmaceuticals, Inc.), Merger 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 the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub 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 ▇▇▇▇▇▇, ▇▇▇▇▇Sub, the Representative, and its Affiliates and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 2 contracts

Sources: CVR Agreement (Supernus Pharmaceuticals, Inc.), Agreement and Plan of Merger (Sage 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 the Holders), only with the prior consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the RepresentativeCompany, Parent, Merger Sub the 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 adverse to the interests interest of the Holders. (b) Promptly after the execution and delivery by ▇▇▇▇▇▇, ▇▇▇▇▇▇ Subthe Company, the Representative, Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will the Representative shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 2 contracts

Sources: Contingent Value Rights Agreement (FS Development Holdings II, LLC), Merger Agreement (Pardes 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 the HoldersHolders or the Rights Agent), with the prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub 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 and delivery by ▇▇▇▇▇▇, ▇▇▇▇▇Sub, the Representative, and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Contingent Value Rights Agreement (Ipsen, S.A.)

Amendments with Consent of Holders. (a1) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the RepresentativePurchaser and its Affiliates, Parentwhen authorized by a Board Resolution, Merger Sub 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. (b2) Promptly after the execution by ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub, the Representative, and its Affiliates and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent Purchaser will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Arrangement Agreement (Shockwave Medical, 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 the HoldersHolders or the Rights Agent), with the prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub 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 and delivery by ▇▇▇▇▇▇, ▇P▇▇▇▇▇ Sub, the Representative, and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Merger Agreement (Albireo Pharma, 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 the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub 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 interests of the Holders. (b) Promptly after the execution by ▇▇▇▇▇▇, ▇▇▇▇▇▇ SubPurchaser, the Representative, and the Rights Agent of any amendment pursuant to the provisions of this Section 5.25.1(c), Parent will mail (or cause the Rights Agent to mailmail at Parent’s sole cost and expense) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Contingent Value Rights Agreement (Concentra Merger Sub Iv, 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 the HoldersHolders or the Rights Agent), with the prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub 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 interests interest of the Holders. (b) Promptly after the execution and delivery by ▇▇▇▇▇▇, ▇▇▇▇▇Sub, the Representative, and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail shall transmit (or cause the Rights Agent to mailtransmit) a notice thereof through the facilities of DTC in accordance with DTC’s procedures and/or by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Merger Agreement (Chinook Therapeutics, Inc.)

Amendments with Consent of Holders. (a1) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the RepresentativePurchaser and its Affiliates, Parentwhen authorized by a Board Resolution, Merger Sub 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. (b2) Promptly after the execution by ▇▇▇▇▇▇, ▇Purc▇▇▇▇▇ Sub, the Representative, ▇▇▇ its Affiliates and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent Purchaser will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Arrangement Agreement (Neovasc 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 the HoldersHolders or the Rights Agent), with the prior consent of the Acting Majority Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub 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 interests interest of the Holders. (b) Promptly after the execution and delivery by ▇▇▇▇▇▇, ▇P▇▇▇▇▇ Sub, the Representative, and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Inhibrx, 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 the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the RepresentativeAchieve, Parentwhen authorized by a Board Resolution, Merger Sub 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 ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub, the Representative, Achieve and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent Achieve will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Contingent Value Rights Agreement (Oncogenex 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 the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, the Representative, Parent, Merger Sub the 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 adverse to the interests interest of the Holders. (b) Promptly after the execution by ▇▇▇▇▇▇, ▇▇▇▇▇▇ Sub, the Representative, Representative and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, Parent will mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Appears in 1 contract

Sources: Co Operation Agreement (Jounce Therapeutics, Inc.)