Amendment of Section 4.1. Section 4.1 of the Operating Agreement is hereby amended in its entirety to read as follows:
Amendment of Section 4.1. Section 4.1 of the Agreement shall be amended and restated in its entirety as follows:
Amendment of Section 4.1. Section 4.1(d) of the Investment Agreement is hereby amended and replaced in its entirety by the following: “the parties shall have obtained all regulatory approvals required to consummate the transactions contemplated by the Reinsurance Agreement;”
Amendment of Section 4.1. Section 4.1 of the Collaboration Agreement is hereby amended such that the last reference to “Dexcom” is replaced with “DexCom.”
Amendment of Section 4.1. Section 4.1 of the Partnership Agreement is hereby amended and restated to read in its entirety:
Amendment of Section 4.1. (a) Section 4.1(a)(i) of the Investment Agreement is hereby amended by adding the phrase “, other than pursuant to the exercise of such Investor’s rights under Section 4.5” at the end thereof.
(b) Section 4.1 of the Investment Agreement is hereby amended by adding the following at the end thereof as a new Section 4.1(e): “Notwithstanding anything in this Agreement to the contrary, the provisions of Section 4.1 shall not prohibit either of the Investors or their respective Affiliates from:
(i) entering into the Exchange Agreement, dated August 18, 2009 (the “Exchange Agreement”), among the Company, OEPX, LLC and the Investors and consummating the transactions contemplated thereby, or acquiring shares of Preferred Stock (as defined in the Exchange Agreement) having such rights, privileges, preferences and other terms as set forth in the Certificate of Designation, Preferences and Rights of Series A Preferred Stock of the Company (the “Certificate of Designation”), filed with the Secretary of State of the State of Michigan on August 18, 2009;
(ii) acquiring shares of Common Stock from the Company pursuant to, and in accordance with, the terms of the Certificate of Designation upon redemption of the Preferred Stock (the “Redemption Shares”);
(iii) following a redemption of the Preferred Stock in which the Company elects to pay the Participation Amount (as defined in the Certificate of Designation), if any, in cash, acquiring up to 1,451,345.19708 shares of Common Stock in the case of Sagard and up to 1,480,126.92229 shares of Common Stock in the case of Tinicum (collectively, in each case, as such number may be adjusted in accordance with terms of the Certificate of Designation, the “Redemption Purchase Shares”) with the proceeds of such redemption during the five (5) year period following receipt thereof; provided, that in the case of this clause (iii), to the extent that such acquisition of shares causes either Investor, immediately following such acquisition, to beneficially own more than 40.0% of the issued and outstanding shares of Common Stock (the “Voting Cap”), from the date of consummation of such acquisition until such time that such Investor no longer beneficially owns Common Stock in excess of the Voting Cap, such Investor hereby agrees that with respect to each matter for which a vote of the Company’s shareholders is properly taken (a “Shareholders’ Vote”), such Investor shall vote such shares of Common Stock beneficially owned by it which are, at...
Amendment of Section 4.1. Section 4.1 of the Agreement is hereby amended to add the following sentence: Commencing on the Effective Date, the Base Salary shall increase to $320,000 per year.
Amendment of Section 4.1. Section 4.1 is hereby amended and restated in its entirety as follows:
Amendment of Section 4.1. Section 4.1 (Term). The first sentence of Section 4.1 is stricken in its entirety and shall be amended and restated as follows: “This Agreement shall be effective as of the Effective Date and, unless terminated under this Section 4, shall terminate on the date that is one year following the date that Aircell has accepted the final deliverable described in the Statement of Work embedded in Amendment No.2.”
Amendment of Section 4.1. Section 4.1 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
