Common use of Amendments with Consent of Holders Clause in Contracts

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture Act, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders under this Agreement; provided that no such amendment shall, without the consent of the Holder of each Outstanding CVR affected thereby: (a) modify the definition of Maturity Date, Disposition Payment Date, Default Payment Date, Current Market Value, Valuation Period, Minimum Price, Discounted Target Price, Target Price, Default Amount or Default Interest Rate or modify Section 301(j) or otherwise extend the maturity of the CVRs or reduce the amounts payable in respect of the CVRs; (b) reduce the amount of the Outstanding CVRs, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture ActSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders under this Agreement; provided that no such amendment shall, without the consent of the Holder of each Outstanding CVR affected thereby:the (a) modify the definition of Maturity DateContingent Payment Period, Disposition Contingent Payment, Contingent Payment Date, Default Payment DateNet Sales, Current Market Value, Valuation Period, Minimum Price, Discounted Target Price, Target Price, Default Amount or Default Interest Rate or modify Section 301(j) or otherwise extend the maturity of the CVRs or reduce the amounts payable in respect of the CVRsSecurities; (b) reduce the amount of the Outstanding CVRsSecurities, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this SectionSection or Section 8.10, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR Security affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs Securities at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture ActMajority Holders, by Act of said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by a Board Resolution, ) and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this CVR Agreement or to the Securities or of modifying in any manner the rights of the Holders under this AgreementCVR Agreement or to the Securities; provided provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding CVR Security affected thereby: (a) modify in a manner adverse to the definition Holders (i) any provision contained herein with respect to the termination of Maturity Datethis CVR Agreement or the Securities, Disposition (ii) the time for payment and amount of any Net Sales Payment Dateor any Milestone Payment, Default Payment Date, Current Market Value, Valuation Period, Minimum Price, Discounted Target Price, Target Price, Default Amount or Default Interest Rate or modify Section 301(j) or otherwise extend the maturity time for payment of the CVRs Securities or reduce the amounts payable in respect of the CVRsSecurities or modify any other payment term or payment date. Notwithstanding the foregoing, each Holder of a Security, by acceptance thereof, consents to the optional redemption provisions set forth in Article 11 hereof; (b) reduce the amount number of the Outstanding CVRs, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this CVR Agreement cannot be modified or waived without the consent of the Holder of each CVR Security affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture ActSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or to the -35- 42 Securities or of modifying in any manner the rights of the Holders under this AgreementAgreement or to the Securities; provided provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding CVR Security affected thereby: (a) modify the definition of Maturity DateContingent Payment Period, Disposition Contingent Payment, Contingent Payment Date, Default Payment DateDeductible Amount, Current Market ValueNet Sales, Valuation PeriodTerm, Minimum PriceProduct, Discounted Target Price, Target Price, Default Amount or Default Interest Rate or modify Section 301(j) Product Patent Rights or otherwise extend the maturity of the CVRs or reduce the amounts payable in respect of the CVRsSecurities; (b) reduce the amount of the Outstanding CVRsSecurities, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this SectionSection or Section 810, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR Security affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs Securities at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture ActPRs, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders under this Agreement; provided provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding CVR PR affected thereby: (a) modify the definition of Maturity First Anniversary Payment Date, First Anniversary Payment, First Anniversary Stock, Breakpoint Amount, Disposition Payment Date, Default Payment Date, Current Market Value, Valuation Period, Minimum Price, Discounted Target Price, Target Price, Default Amount Value or Default Interest Rate or modify Section 301(jSections 203 or 301(e) or otherwise extend the maturity of the CVRs or reduce the amounts payable in respect of the CVRsPRs; (b) reduce the amount of the Outstanding CVRsPRs, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR PR affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs PRs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture Act, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders under this Agreement; provided that no such amendment shall, without the consent of the Holder of each Outstanding CVR affected thereby: (a) modify the definition of Maturity Date, Disposition Payment Date, Default Payment Date, Early Redemption Payment, Early Redemption Determination Date, Current Market Value, Valuation Period, Minimum Price, Discounted Target Price, Target Price, Default Amount or Default Interest Rate or modify Section 301(j301(k) or otherwise extend the maturity of the CVRs or reduce the amounts payable in respect of the CVRs; (b) reduce the amount of the Outstanding CVRs, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture ActSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the -34- 100 provisions of this Agreement or to the Securities or of modifying in any manner the rights of the Holders under this AgreementAgreement or to the Securities; provided provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding CVR Security affected thereby: (a) modify the definition of Maturity DateContingent Payment Period, Disposition Contingent Payment, Contingent Payment Date, Default Payment DateNet Sales, Current Market Value, Valuation Period, Minimum Price, Discounted Target Price, Target Price, Default Amount or Default Interest Rate or modify Section 301(j) or otherwise extend the maturity of the CVRs or reduce the amounts payable in respect of the CVRsSecurities; (b) reduce the amount of the Outstanding CVRsSecurities, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this SectionSection or Section 8.10, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR Security affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs Securities at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture ActSecurities, by Act of said Holders delivered to the Company and the Trustee, the Company, Company (when authorized by a Board Resolution, ) and the Trustee may enter into one or more amendments hereto or to the Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or to the Securities or of modifying in any manner the rights of the Holders under this AgreementAgreement or to the Securities; provided provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding CVR Security affected thereby: (a) modify the definition of Maturity Redemption Date, Disposition Final Payment Date, Default Payment Date, Current Market ValueDefault Payment Amount, Valuation PeriodNet Sales, Minimum PriceProducts, Discounted Target Price, Target Price, Default Amount Somatogen Recombinant Hemoglobin Technology or Default Payment Interest Rate or Rate, modify Section 301(j3.1(i) or otherwise extend the maturity of the CVRs Securities or reduce the amounts payable in respect of the CVRs;Securities or modify any other payment term or payment date. (b) reduce the amount number of the Outstanding CVRsCPRs, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this SectionSection or Section 8.10, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR Security affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be he sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the this Agreement in accordance with the Trust Indenture Act, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders under this Agreement; provided that no such amendment shall, without the consent of the Holder of each Outstanding CVR affected thereby: (a) modify the definition of Maturity Change of Control, Change of Control Consummation Date, Disposition CVR Payment Date, CVR Payment, Default Payment DateInterest Rate, Current Market Event of Default, Initial Change of Control, Net Distributable Value, Valuation Periodor Implied Equity Value, Minimum Price, Discounted Target Price, Target Price, Default Amount or Default Interest Rate or modify Section 301(j2.1(b) or otherwise extend the maturity of the CVRs or reduce the amounts payable in respect of the CVRs; (b) reduce the amount of the Outstanding CVRs, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture ActSecurities, by Act of said Holders delivered to the Company Issuers and the TrusteeRights Agent, the Company, Issuers (when authorized by a Board Resolution, ) and the Trustee Rights Agent may enter into one or more amendments hereto or to the Securities for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or to the Securities or of modifying in any manner the rights of the Holders under this AgreementAgreement or to the Securities; provided provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding CVR Security affected thereby: (a) modify the definition of Target Price, Minimum Price, Disposition Payment, Common Stock Value, Discounted Target Price, Maturity Date, Disposition Maturity Payment Date, Default Payment Date, Current Market ValueDefault Amount, Weighted Average Price, Valuation Period, Minimum Price, Discounted Target Price, Target Price, Default Amount Current Market Price or Default Interest Rate or Rate, modify Section 301(j3.1(j) or otherwise extend the maturity of the CVRs Securities or reduce the amounts payable in respect of the CVRs;Securities or modify any other payment term or payment date; or (b) reduce the amount number of the Outstanding CVRs, the consent of whose Holders is required for (i) any such amendmentamendment or (ii) waiver of an Event of Default under Section 8.10; or (c) modify any of the provisions of this SectionSection 6.2, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR Security affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any amendment pursuant to the provisions of this Section, the Company shall mail a notice thereof by first class mail to the Holders of CVRs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

Amendments with Consent of Holders. With the consent of the Holders of not less than a majority of the Outstanding CVRs as required to amend the Agreement in accordance with the Trust Indenture ActCVIs, by Act of said Holders delivered to the Company Partnership and the Trustee, the CompanyPartnership, when authorized by a Board Resolution, and the Trustee may enter into one or more amendments hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders under this Agreement; provided provided, however, that no such amendment shall, without the consent of the Holder of each Outstanding CVR CVI affected thereby: (a) modify the definition of Maturity DateAggregate Unit Cap, Disposition Payment DateAutomatic Extinguishment Event, Averaging Period, CVI Consideration, Common Unit Value, Default Amount, Default Interest Rate, Default Payment Date, Current Market Value, Valuation Period, Minimum Default VWAP Price, Discounted Target Distribution Amount, Extinguishment Price, Target Floor Price, Default Amount Maturity Date, Strike Price or Default Interest Rate Unit Cap or modify Section 301(j3.01(f) in each case in a manner adverse to such Holder or otherwise extend the maturity of the CVRs CVIs or reduce the amounts payable deliverable in respect of the CVRsCVIs; (b) reduce the amount of the Outstanding CVRsCVIs, the consent of whose Holders is required for any such amendment; or (c) modify any of the provisions of this Section, except to increase any such percentage or to provide that certain other provisions of this Agreement cannot be modified or waived without the consent of the Holder of each CVR CVI affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Company Partnership and the Trustee of any amendment pursuant to the provisions of this Section, the Company Partnership shall mail a notice thereof by first class mail to the Holders of CVRs CVIs at their addresses as they shall appear on the Security Register, setting forth in general terms the substance of such amendment. Any failure of the Company Partnership to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.