Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes: (i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3; (ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders; (iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any securities or “blue sky” laws of any state or other jurisdiction; (v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4; (vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or (vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders. (b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 2.6 or Section 6.4. (c) Promptly after the execution and delivery by ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth such amendment.
Appears in 3 contracts
Sources: Contingent Value Rights Agreement (Roche Holdings Inc), Merger Agreement (89bio, Inc.), Agreement and Plan of Merger (Poseida Therapeutics, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:
(i) to evidence the succession of another Person to Parent as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of Parent herein as provided in Section 6.3the Rights Agent herein;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent shall consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or Act, the Securities Exchange Act of 1934 or any applicable state securities or “blue sky” laws laws; provided that, in each case, such provisions do not adversely affect the interests of any state or other jurisdictionthe Holders;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4;
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.37.3; and/oror
(viivi) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.
(b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, thereto to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 2.6 7.4 or to transfer CVRs to Parent pursuant to Section 6.42.6.
(c) Promptly after the execution and delivery by ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) 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 2 contracts
Sources: Contingent Value Rights Agreement (Johnson & Johnson), Contingent Value Rights Agreement (Abiomed Inc)
Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:
(i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any securities or “blue sky” laws of any state or other jurisdiction1934;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4;; or
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or
(vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.
(b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(c) Promptly after the execution and delivery by ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth such amendment.
Appears in 1 contract
Sources: Merger Agreement (Icosavax, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments heretohereto with the Rights Agent, for any of the following purposes:
(i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent will consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or 1933, the Securities Exchange Act of 1934 or any applicable state securities or “blue sky” laws Laws; provided, that, in each case, such provisions do not adversely affect the interests of any state or other jurisdictionthe Holders;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4;
(vi) to evidence the assignment of this Agreement by ▇P▇▇▇▇▇ as provided in Section 6.34.4; and/oror
(vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.
(b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(c) Promptly after the execution and delivery by ▇▇▇▇▇▇ Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof through the facilities of DTC in accordance with DTC’s procedures 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: Contingent Value Rights Agreement (Regulus Therapeutics Inc.)
Amendments Without Consent of Holders. (a) Without Parent and the consent of any Holders, ParentRights Agent, at any time and from time to time, may enter into one or more amendments hereto, without the consent of any Holders, for any of the following purposes:
(i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent will consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any securities or “blue sky” laws of any state or other jurisdiction;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 3.4 and Section 3.43.5;
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or
(viiv) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.; or
(bvi) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments heretoif required, to reduce the number of CVRs, CVRs in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(cb) Promptly after the execution and delivery by ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth the terms of such amendment.
Appears in 1 contract
Sources: Contingent Value Rights Agreement (Gen Digital Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:
(i1) to evidence the succession of another Person to Parent as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of Parent herein as provided in Section 6.3the Rights Agent herein;
(ii2) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent shall consider to be for the protection or benefit of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii3) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; , provided that, in each case, such provisions do not materially adversely affect the interests of the Holders;
(iv4) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or Act, the Securities Exchange Act of 1934 or any applicable state securities or “blue sky” laws of any state or other jurisdiction;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any laws; provided, that, such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4;
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or
(vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to do not adversely affect the interests of the Holders.;
(b5) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder H▇▇▇▇▇ agrees to renounce such HolderH▇▇▇▇▇’s rights under this Agreement in accordance with Section 2.6 6.10;
(6) subject to Section 4.3, to evidence the succession of another Person to P▇▇▇▇▇ and the assumption by any such successor of the covenants of Parent contained herein;
(7) to evidence the assignment of this Agreement by P▇▇▇▇▇ as provided in Section 4.3; or
(8) any other amendment to this Agreement that would provide any additional rights or Section 6.4benefits to the Holders or that does not adversely affect the legal rights under this Agreement of any such Holder.
(cb) Promptly after the execution and delivery by ▇P▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth such amendment.
Appears in 1 contract
Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments heretohereto with the Rights Agent, for any of the following purposes:
(i1) to evidence the succession of another Person to Parent as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of Parent herein as provided in Section 6.3the Rights Agent herein;
(ii2) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent shall consider to be for the protection or benefit of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii3) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; , provided that, in each case, such provisions do not materially adversely affect the interests of the Holders;
(iv4) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or Act, the Securities Exchange Act of 1934 or any applicable state securities or “blue sky” laws of any state or other jurisdiction;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any laws; provided, that, such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4;
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or
(vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to do not materially adversely affect the interests of the Holders.;
(b5) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder H▇▇▇▇▇ agrees to renounce such HolderH▇▇▇▇▇’s rights under this Agreement in accordance with Section 2.6 6.11;
(6) subject to Section 4.3, to evidence the succession of another Person to P▇▇▇▇▇ and the assumption by any such successor of the covenants of Parent contained herein;
(7) to evidence the assignment of this Agreement by P▇▇▇▇▇ as provided in Section 4.3; or
(8) any other amendment to this Agreement that would provide any additional rights or Section 6.4benefits to the Holders or that does not materially adversely affect the legal rights under this Agreement of any such Holder.
(cb) Promptly after the execution and delivery by ▇P▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail in accordance with Section 6.2 to the Holders at their addresses as they appear on the CVR RegisterHolders, setting forth such amendment.
Appears in 1 contract
Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments heretohereto with the Rights Agent, for any of the following purposes:
(i) to evidence the succession of another Person to Parent as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of Parent herein as provided in Section 6.3the Rights Agent herein;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent shall consider to be for the protection or benefit of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; , provided that, in each case, such provisions do not materially adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or Act, the Securities Exchange Act of 1934 or any applicable state securities or “blue sky” laws laws; provided, that, such amendments do not materially adversely affect the interests of any state or other jurisdictionthe Holders;
(v) to cancel and reduce the number of CVRs, in the event any Holder (A) abandons such Holder’s rights to such CVRs in accordance with Section 2.7 (or is otherwise deemed to have abandoned such rights), (B) transfers such Holder’s CVRs to Parent or its Affiliates in accordance with Section 2.7, or (C) agrees to renounce such Holder’s rights under this Agreement in accordance with Section 6.11;
(vi) subject to Section 4.3 and Section 6.10, to evidence the succession of another Person as a successor Rights Agent to Parent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4Parent contained herein;
(vivii) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.34.3 or Section 6.10, as applicable; and/oror
(viiviii) any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is adverse benefits to the interests Holders or that does not materially adversely affect the legal rights under this Agreement of the Holdersany such Holder.
(b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(c) Promptly after the execution and delivery by ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail or otherwise deliver (or cause the Rights Agent to mailmail or otherwise deliver) a notice thereof by first class mail in accordance with Section 6.3 to the Holders at their addresses as they appear on the CVR RegisterHolders, setting forth such amendment.
Appears in 1 contract
Sources: Contingent Value Rights Agreement (Vigil Neuroscience, Inc.)
Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:
(i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent will consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any securities or “blue sky” laws of any state or other jurisdiction1934;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4;; or
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or
(vii) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.
(b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(c) Promptly after the execution and delivery by ▇▇▇▇▇▇ Parent and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth such amendment.
Appears in 1 contract
Sources: Merger Agreement (Zogenix, Inc.)
Amendments Without Consent of Holders. (a) Without Parent and the consent of any Holders, ParentRights Agent, at any time and from time to time, may enter into one or more amendments hereto, without the consent of any Holders, for any of the following purposes:
(i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent will consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any securities or “blue sky” laws of any state or other jurisdiction;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 3.4 and Section 3.43.5;
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or
(viiv) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.; or
(bvi) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments heretoif required, to reduce the number of CVRs, CVRs in the event any Holder agrees to renounce such HolderH▇▇▇▇▇’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(cb) Promptly after the execution and delivery by ▇P▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth the terms of such amendment.
Appears in 1 contract
Amendments Without Consent of Holders. (a) Without the consent of any HoldersHolders or the Rights Agent, Parent, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:
(i1) to evidence the succession of another Person to Parent as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of Parent herein as provided in Section 6.3the Rights Agent herein;
(ii2) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent shall consider to be for the protection or benefit of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii3) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; , provided that, in each case, such provisions do not materially adversely affect the interests of the Holders;
(iv4) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or Act, the Securities Exchange Act of 1934 or any applicable state securities or “blue sky” laws laws; provided, that, such amendments do not adversely affect the interests of any state or other jurisdictionthe Holders;
(v5) to reduce the number of CVRs, in the event any ▇▇▇▇▇▇ agrees to renounce such ▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 6.10;
(6) subject to Section 4.3, to evidence the succession of another Person as a successor Rights Agent to ▇▇▇▇▇▇ and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4Parent contained herein;
(vi7) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.34.3; and/oror
(vii) 8) any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is adverse benefits to the interests Holders or that does not adversely affect the legal rights under this Agreement of the Holdersany such Holder.
(b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(c) Promptly after the execution and delivery by ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth such amendment.
Appears in 1 contract
Amendments Without Consent of Holders. (a) Without Parent and the consent of any Holders, ParentRights Agent, at any time and from time to time, may enter into one or more amendments hereto, without the consent of any Holders, for any of the following purposes:
(i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent will consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any securities or “blue sky” laws of any state or other jurisdiction;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 3.4 and Section 3.43.5;
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or
(viiv) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.; or
(bvi) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments heretoif required, to reduce the number of CVRs, CVRs in the event any Holder agrees to renounce such Holder▇▇▇▇▇▇’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(cb) Promptly after the execution and delivery by ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth the terms of such amendment.
Appears in 1 contract
Sources: Contingent Value Rights Agreement (Gen Digital Inc.)
Amendments Without Consent of Holders. (a) Without Parent and the consent of any Holders, ParentRights Agent, at any time and from time to time, may enter into one or more amendments hereto, without the consent of any Holders, for any of the following purposes:
(i) to evidence the succession of another Person to Parent and the assumption by any such successor of the covenants of Parent herein as provided in Section 6.3;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent will consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any securities or “blue sky” laws of any state or other jurisdiction;
(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 3.4 and Section 3.43.5;
(vi) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.3; and/or
(viiv) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.; or
(bvi) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments heretoif required, to reduce the number of CVRs, CVRs in the event any Holder agrees to renounce such HolderH▇▇▇▇▇’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(cb) Promptly after the execution and delivery by ▇P▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, 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 appear on the CVR Register, setting forth the terms of such amendment.
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Amendments Without Consent of Holders. (a) Without the consent of any Holders, Parent, at any time and from time to time, may enter into one or more amendments heretohereto with the Rights Agent, for any of the following purposes:
(i) to evidence the succession of another Person to Parent as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of Parent herein as provided in Section 6.3the Rights Agent herein;
(ii) to add to the covenants of Parent such further covenants, restrictions, conditions or provisions as Parent and the Rights Agent shall consider to be for the protection or benefit of the Holders; provided provided, that, in each case, such provisions do not adversely affect the interests of the Holders;
(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; , provided that, in each case, such provisions do not materially adversely affect the interests of the Holders;
(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act of 1933 or Act, the Securities Exchange Act of 1934 or any applicable state securities or “blue sky” laws laws; provided, that, such amendments do not materially adversely affect the interests of any state or other jurisdictionthe Holders;
(v) to cancel and reduce the number of CVRs, in the event any Holder (A) abandons such Holder’s rights to such CVRs in accordance with Section 2.7 (or is otherwise deemed to have abandoned such rights), (B) transfers such Holder’s CVRs to Parent or its Affiliates in accordance with Section 2.7, or (C) agrees to renounce such Holder’s rights under this Agreement in accordance with Section 6.11;
(vi) subject to Section 4.3 and Section 6.10, to evidence the succession of another Person as a successor Rights Agent to Parent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 and Section 3.4Parent contained herein;
(vivii) to evidence the assignment of this Agreement by ▇▇▇▇▇▇ as provided in Section 6.34.3 or Section 6.10, as applicable; and/oror
(viiviii) any other amendments hereto for the purpose of adding, eliminating amendment to this Agreement that would provide any additional rights or changing any provisions of this Agreement, unless such addition, elimination or change is adverse benefits to the interests Holders or that does not materially adversely affect the legal rights under this Agreement of the Holdersany such Holder.
(b) Without the consent of any Holders, Parent and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs, in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 2.6 or Section 6.4.
(c) Promptly after the execution and delivery by ▇▇▇▇▇▇ and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, Parent shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail in accordance with Section 6.3 to the Holders at their addresses as they appear on the CVR RegisterHolders, setting forth such amendment.
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