Amendment of Section 2.4 Sample Clauses

Amendment of Section 2.4. Section 24 of the Rights Agreement is hereby amended to add the following subsection at the end thereof:

Amendment of Section 2.4. The second paragraph of Section 24 of the Agreement is hereby amended and restated to read as follows: “If to the Investor: ______________________ ______________________ ______________________”

Amendment of Section 2.4. Section 2.4 of the Loan Agreement shall be amended in its entirety to read as follows:

Amendment of Section 2.4. Section 2.4 of the Second Supplemental Indenture is hereby amended and restated in its entirety to read as follows: “Notwithstanding any other provision of the Indenture, and in particular Article X, a Guarantor (a “German Guarantor”) incorporated under the laws of the Federal Republic of Germany as a limited liability company (Gesellschaft mit beschränkter Haftung) may refuse to make any payments under the Guaranty to the extent any such payment would result in a violation of Sections 30 et seq. or Section 63 sentence 3 of German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) or Section 826 of the German Civil Code (Bürgerliches Gesetzbuch) or would otherwise lead to personal liability of the managing directors (Geschäftsführer) of the German Guarantor. Each German Guarantor covenants to use all commercially reasonable efforts to maximize the amount payable under the Guarantee in accordance with applicable German law.”

Amendment of Section 2.4. The Parties agree that Section 2.4(d) of the Purchase Agreement regarding the issuance of a stock certificate to ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be removed and deleted in its entirety from the Purchase Agreement. The shares to be issued by the Issuer at Closing as part of the Purchase Price under Section 2.4 shall be a total of 50,000 shares of restricted common stock to the Seller, as provided in Section 2.4(a).

Amendment of Section 2.4. 1.3. Section 24.1.3. is hereby deleted.

Amendment of Section 2.4. Section 2.4 of the Existing Credit Agreement is amended by replacing the reference therein to “Revolving Credit Termination Date” with the defined term “Facility Termination Date.”

Amendment of Section 2.4. (a) The first sentence of Section 2.4(a) of the Original Agreement is hereby amended and restated in its entirety as follows: “In consideration of the Transfer of the Purchased Assets and the Holding Company Shares to the Company at Closing, the Company shall (i) pay Lear $300,000 (the “Cash Consideration”) by delivering to Lear a demand promissory note dated as of the Closing Date in a form acceptable to Lear, which note shall be due and payable, without further authorization or action of the parties to this Agreement, at 10:00 a.m. (Eastern Time) on April 2, 2007, and (ii) assume the Assumed Liabilities (together with the Cash Consideration, the “Purchase Price”).” (b) Section 2.4 of the Original Agreement is hereby amended by adding at the end thereof a new subsection (c) as follows: (c) Lear will deliver to the Company an amended allocation and supporting valuation report (the “Final Valuation Report”) no later than 60 days after the Closing Date, and the Company will provide any comments, questions or objections with respect thereto no later than 20 days after the delivery of the Final Valuation Report, provided that the deadline for delivery of the Final Valuation Report may be extended in 15-day increments with the Company’s prior written consent, not to be unreasonably withheld or delayed. The parties will thereafter cooperate diligently and in good faith to promptly resolve any disputes and agree upon an amended Schedule 2.4, which amended Schedule 2.4 shall be prepared in a manner consistent with Schedule 2.4 agreed to at Closing. The parties, in connection with their respective U.S. federal, state, local and foreign tax returns and other filings, agree not to take any position inconsistent with such purchase price allocation for Tax reporting purposes. Any adjustment to the purchase price shall be allocated as provided by Treasury Regulation Section 1.1060-1(c).“

Amendment of Section 2.4. Section 2.4 of the Asset Purchase Agreement is hereby amended to add a new subparagraph (k) as follows: