Amendment of Stock Purchase Agreement. The Stock Purchase Agreement ------------------------------------- dated March 18, 1999 and entered into by and among Interplay, Xxxxx and Xxxxx Xxxxx (the "Initial Stock Purchase Agreement") is hereby amended or will be amended as follows:
a. Effective upon the Additional Closing (as defined below), Section 10.3 of the Initial Stock Purchase Agreement is deleted in its entirety, and Interplay would have no further rights with respect to the shares referred to therein.
b. Effective upon the execution of this Letter of Intent, Section 8.14 of the Initial Stock Purchase Agreement is hereby amended by replacing "(i) ninety (90) days from the Closing Date hereof" with "(i) August 31, 1999."
c. Effective upon the execution of this Letter of Intent, Section 8.15 of the Initial Stock Purchase Agreement is hereby amended by replacing "During the Restricted Period" with "On or before August 31, 1999."
Amendment of Stock Purchase Agreement. After the Company has entered into the Stock Purchase Agreement, the Company shall give written notice (the “Amendment Notice”) to the BSOF Entities in the event that any material amendment to the Stock Purchase Agreement is proposed, describing in detail such material amendment. Upon receipt of the Amendment Notice, the BSOF Entities shall have ten (10) business days (the “Amendment Notice Period”) to deliver to the Company a written notice (the “Amendment Response”), which shall specify whether the BSOF Entities consent to the amendment to the Stock Purchase Agreement. Any Amendment Response so delivered shall be binding upon delivery and irrevocable by the BSOF Entities. If the BSOF Entities do not deliver an Amendment Response before the expiration of the Amendment Notice Period, the BSOF Entities shall be deemed to have not consented to the amendment to the Stock Purchase Agreement. Prior to entering into any such material amendment to the Stock Purchase Agreement, the Company shall have received the consent of the BSOF Entities.
Amendment of Stock Purchase Agreement. After the Company has entered into the Stock Purchase Agreement, the Company shall give written notice (the “Amendment Notice”) to the Purchaser and the other Subscriber Parties in the event that any material amendment or waiver to the Stock Purchase Agreement is proposed, describing in detail such material amendment or waiver. Upon receipt of the Amendment Notice, the Purchaser shall have ten (10) Business Days (the “Amendment Notice Period”) to deliver to the Company a written notice (the “Amendment Response”), which shall specify whether the Purchaser consents to the amendment or waiver to the Stock Purchase Agreement. Any Amendment Response so delivered shall be binding upon delivery and irrevocable by the Purchaser. If Purchaser does not deliver an Amendment Response before the expiration of the Amendment Notice Period, the Purchaser shall be deemed to have not consented to the amendment or waiver to the Stock Purchase Agreement. Prior to entering into any such material amendment or waiver to the Stock Purchase Agreement, the Company shall have received the consent of Subscriber Parties that have committed to purchase more than 50% of the Total Acquired Shares.
Amendment of Stock Purchase Agreement. After the Company has entered into the Stock Purchase Agreement, the Company shall give written notice to the Forward Contract Parties of any amendment to the Stock Purchase Agreement, and shall solicit the consent of the Forward Contract Parties to such amendment, to the extent required by the Forward Purchase Agreements.
Amendment of Stock Purchase Agreement. The Stock Purchase ------------------------------------- Agreement is hereby amended as follows:
(a) Section 1.01 of the Stock Purchase Agreement is hereby amended to add a new definition as follows:
Amendment of Stock Purchase Agreement. (A) SECTION 1.4. Section 1.4 is amended to read as follows:
Amendment of Stock Purchase Agreement. Section 2.1. Amendment of Section 1.4 — Closing. The last sentence of the first paragraph of Section 1.4 of the Stock Purchase Agreement is hereby deleted in its entirety and replaced by the following: “Neither party shall have the obligation to consummate the Closing unless the Closing shall have occurred on or before November 17, 2004.”
Amendment of Stock Purchase Agreement. Covansys and FIS hereby amend the definition of "Purchase Price" in Section 1.1 of the Stock Purchase Agreement from "$104,400,000" to "$95,700,000."
Amendment of Stock Purchase Agreement. Section 2.1. Amendment of Section 10.4 – Termination.
(a) Section 10.4 of the Stock Purchase Agreement is hereby amended by deleting all the text following the first proviso in subsection (c) and substituting the following in place thereof: “provided, that in lieu of exercising its right to terminate this Agreement pursuant to this Section 10.4(c), the Seller shall allow the Purchaser, in the Purchaser’s sole discretion but without any affirmative obligation to do so, to effect an extension of the time by which the Purchaser must deliver a Commitment Opinion to the Seller to August 15, 2004 (the “Extension”) by, on or before June 16, 2004, paying the Seller an additional two hundred and fifty thousand dollar ($250,000) advance payment on the Purchase Price (by wire transfer of immediately available funds to an account designated in writing by the Seller to the Purchaser) in two (2) installments as follows (x) one hundred and twenty-five thousand dollars ($125,000) on or before May 18, 2004 (the “First Installment”) and (y) one hundred and twenty-five thousand dollars ($125,000) on or before June 16, 2004 (the “Second Installment”); provided, further, that the First Installment and the Second Installment shall each be fully-earned and non-refundable at the time the Purchaser makes each such payment to the Seller, regardless of whether the Closing shall fail to occur for any reason whatsoever (other than a termination of this Agreement by the Purchaser pursuant to Section 10.4(a), but not for any actual or alleged failure of the Seller to perform its obligations pursuant to Section 4.5(b)); provided, still further, that if either (x) the Purchaser shall fail to timely pay either the First Installment or the Second Installment or (y) the Extension is effected and the Purchaser shall not have delivered a Commitment Opinion to the Seller on or before August 15, 2004, the Seller may immediately terminate this Agreement and the transactions contemplated hereby shall be deemed abandoned; or”
Amendment of Stock Purchase Agreement of the Stock Purchase Agreement is hereby deleted in its entirety and the following is substituted in its stead:
