Amendment of Subscription Agreement. The Company and the Subscriber hereby amend the Subscription Agreement as provided in this Section 1, effective as of the date first set forth above.
1.1 Section 3.c.iii of the Subscription Agreement is hereby deleted and replaced in its entirety with the following:
Amendment of Subscription Agreement. The Subscription Agreement is hereby amended as set forth below in this Section 1.
Amendment of Subscription Agreement. During the Pre-Closing Period, Apricus shall use commercially reasonable efforts to enter into an amendment of that certain Subscription Agreement dated as of January 12, 2016, by and among Apricus, Sarissa Capital Domestic Fund LP and Sarissa Capital Offshore Master Fund LP (collectively, the “Sarissa Parties”), as amended, to provide for the termination of all rights granted to the Sarissa Parties pursuant to Section 18 of Annex I thereto (the “Subscription Agreement Amendment”); provided that Apricus shall not be required to make any payments, or otherwise incur any additional liabilities, or agree to modify the other terms of such agreement in connection with entering into the Subscription Agreement Amendment. 5.25
Amendment of Subscription Agreement. The Subscription Agreement shall ----------------------------------- be amended by deleting section 6 thereof, pertaining to registration rights, in its entirety.
Amendment of Subscription Agreement. The Subscription ----------------------------------- Agreement is hereby amended as follows: Clauses (i) and (ii), and the introductory language of clause (iii), of Section 6.2 of the Subscription Agreement is hereby amended and restated to read as follows:
(i) if such transaction is permitted by such Section 5(b)(iv) (or the corresponding section of the Exchange Debt Indenture) only by virtue of clause (2) of such Section 5(b)(iv) (or such corresponding section of the Exchange Debt Indenture), or
(ii) except in the case of a transaction permitted by such Section 5(b)(iv) (or the corresponding section of the Exchange Debt Indenture) by virtue of the proviso to such Section 5(b)(iv) (or such corresponding ------- section of the Exchange Debt Indenture) (it being understood that transactions permitted by such proviso shall not be prohibited by this ------- clause (ii)), if such transaction is other than in the ordinary course of business, or
(iii) if such transaction is permitted by such Section 5(b)(iv) (or the corresponding section of the Exchange Debt Indenture) only by virtue of the proviso to such Section 5(b)(iv) (or such corresponding ------- section of the Exchange Debt Indenture) and would be prohibited if clauses (C), (F) and (H) of such proviso read in their entirety as follows:" -------
Amendment of Subscription Agreement. In terms of clause 16.4 of the Subscription Agreement, the Parties, GMS-UK and Blanket Barbados agree that the definition of Interest at clause 1.8 of the Subscription Agreement is hereby amended by the addition of the following words at the end of the definition: “until 1 January 2017 from which date Interest means interest calculated and compounded quarterly in arrears on the date of each quarterly dividend declared by the Company (it being noted that no Interest will accrue if a dividend for the relevant quarter is not declared) at a rate of 7.25% per annum subject to reduction to such rate as results in an amount of interest equal to the amount payable pursuant to clause 5.1.2 in the event that such amount is less than the interest that would have accrued at the rate of 7.25% per annum”
Amendment of Subscription Agreement. The Subscription Agreement is hereby amended in the following respects:
(a) The number "14,400,000" in the "
Amendment of Subscription Agreement. Notwithstanding anything in this Agreement to the contrary, Section 12(c) of the AppNet Senior Management Agreement shall remain in full force and effect with respect to the deletion of Sections 1(c), 2(d), 3(m), 3(n), 4, 6, 7(b) and 7(c) of the Subscription Agreement and replacement of such provisions with "Intentionally Omitted."
Amendment of Subscription Agreement. (a) Section 1.3 of the Subscription Agreement is hereby amended by deleting the last sentence, and deleting clause (b) in its entirety and replacing it with the following:
(b) on June 18, 1997, pay and deliver to STHL, or cause its Designated Assignee to pay or deliver, cash in the amount of US$9,000,000 by wire transfer of immediately available funds to the bank account designated in writing by STHL."
Amendment of Subscription Agreement. 1.1 The second paragraph of Clause 2.2 of the Subscription Agreement is hereby amended in its entirety to read as follows: "PURSUANT TO A NOTE OPTION, THE RELEVANT INVESTOR SHALL HAVE THE RIGHT, WHICH MAY BE EXERCISED IN WHOLE BUT NOT IN PART, AT ANY TIME DURING THE PERIOD FROM THE SECOND COMPLETION DATE TO MAY 31, 2006, TO SUBSCRIBE FOR CONVERTIBLE NOTES OF THE PRINCIPAL AMOUNT SET OPPOSITE ITS NAME ABOVE."
1.2 The first sentence of Clause 3.5 of the Subscription Agreement is hereby amended in its entirety to read as follows: "THE COMPANY SHALL USE ALL REASONABLE ENDEAVOURS TO PROCURE THAT THE CONDITIONS SET OUT IN CLAUSE 3.2 ARE SATISFIED ON OR BEFORE APRIL 15, 2006".
1.3 The first paragraph of Clause 4.2 of the Subscription Agreement is hereby amended in its entirety to read as follows: "SUBJECT TO CLAUSE 3, SECOND COMPLETION SHALL TAKE PLACE ON THE SIXTH (6TH) BUSINESS DAY AFTER ALL OF THE CONDITIONS SET OUT IN CLAUSE 3.2 HAVE BEEN FULLY SATISFIED, OR IF NOT ALL OF THE CONDITIONS ARE SATISFIED, AFTER SUCH CONDITIONS HAVE BEEN WAIVED BY ALL OF THE INVESTORS IN WRITING. THE SECOND COMPLETION SHALL OCCUR ON OR BEFORE MAY 15, 2006, OR SUCH OTHER LATER DATE AS THE COMPANY AND ALL INVESTORS MAY AGREE IN WRITING, AT A PLACE AS THE COMPANY AND THE INVESTORS MAY AGREE, WHEN ALL OF THE FOLLOWING BUSINESS SHALL BE TRANSACTED SIMULTANEOUSLY".
