INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement

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INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

renounces and disclaims any interest or expectancy in any business opportunity or other opportunities that may arise in connection in the circumstances described in (a)– (d)above (the “Renounced Business Opportunities”);
acknowledges and affirms that no member of the Investor Group may have any obligation to communicate or offer any Renounced Business Opportunities to the Surviving Corporation or any of its subsidiaries, and any member of the Investor Group may pursue a Renounced Business Opportunity; and
acknowledges and affirms that any of the Renounced Business Opportunities will not be considered a violation of any policies or codes of the Surviving Corporation.
provide that in the event of any conflict between the Bylaws of the Surviving Corporation and either of the Stockholders’ Agreements, the provisions of such Stockholders’ Agreements will be controlling.
challenges in attracting and retaining key personnel;
difficulties in managing the expanded operations of a significantly larger and more complex company; and
potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger.

The exhibits to this Current Report on Form 8-K are listed in the Exhibit Index, which appears at the end of this report and is incorporated by reference herein.

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INC Research Holdings, Inc. Exhibit
EX-3.1 2 d432465dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF INC RESEARCH HOLDINGS,…
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About INC RESEARCH HOLDINGS, INC. (NASDAQ:INCR)

INC Research Holdings, Inc. is a global contract research organization (CRO). The Company is focused on Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. The Company operates through two segments: Clinical Development Services and Phase I Services. The Company’s Clinical Development Services segment offers all clinical development services, including full-service global studies, as well as ancillary services, such as clinical monitoring, investigator recruitment, patient recruitment, data management, study reports to assist customers with their drug development process, quality assurance audits and specialized consulting services. The Company’s Phase I Services segment focuses on clinical development services for Phase I trials, which include scientific exploratory medicine, first-in-human studies through proof-of-concept stages and support for Phase I studies in established compounds.