Amendment to Purchase Agreement Sample Clauses
Amendment to Purchase Agreement. Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Purchase Agreement. The Transferor will not amend, modify or supplement the Purchase Agreement or any other Transaction Document, or waive any provision thereof, or enter into any consent with respect thereto, in each case except with the prior written consent of the Administrative Agent and the Majority Investors; nor shall the Transferor take, or permit Tech Data to take, any other action under the Purchase Agreement that could have a material adverse effect on the Administrative Agent or any Class Investor or which is inconsistent with the terms of this Agreement.
Amendment to Purchase Agreement. The Purchase Agreement shall be amended as follows:
(a) The following defined terms in Section 1.01 of the Purchase Agreement are hereby deleted in their entirety and replaced with the following:
Amendment to Purchase Agreement. The requirement to file the Registration Statement as set forth in Section 9.18 of the Purchase Agreement shall be amended to include the Closing Stock Consideration as well as any additional shares issued under this Amendment, and Section 9.18(a)(i) of the Purchase Agreement (the "Seller's Shares") is hereby amended to read as follows (provided that there shall not be any other modifications or amendments to Section 9.18(a) other than as described below): "Within ninety (90) days following the Closing, Parent shall prepare and file with the SEC one or more registration statements under the Securities Act on Form S-3 or on such other registration statement as is then available to Parent (together with the prospectus and any amendments, including post-effective amendments, or supplements thereto, and all exhibits and all material incorporated by reference therein, each a "Registration Statement"), in form and substance reasonably acceptable to Seller and its legal counsel, providing for the registration for resale by Seller under the Securities Act of at least the number of shares of the Vertex Common Stock issued to Seller pursuant to this Agreement (but in no event shall such number of shares exceed the number of shares of Vertex Common Stock actually issued to Seller or Xxxxxx at Closing or under this Amendment) (the "Registered Shares"). Parent shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, within ninety (90) days following the Closing, if the SEC does not review the Registration Statement or within one hundred twenty (120) days following the Closing, if the SEC does review the Registration Statement (as applicable, the "Effectiveness Date"). At such time as the registration statement becomes effective, Parent will keep such registration statement continuously effective and will comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or until such shares have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without volume or other restriction pursuant to Rule 144 of the Securities Act. Notwiths...
Amendment to Purchase Agreement. The Purchase Agreement is hereby amended in the following manner:
(a) The term “Purchaser” as used in the Purchase Agreement is amended to mean Purchaser and/or Assignee.
Amendment to Purchase Agreement. The parties hereto agree to amend the Purchase Agreement in accordance with the follow:
Amendment to Purchase Agreement. The parties hereto hereby agree to amend and restate Section 4(k) of the Purchase Agreement to read as follows (emphasis added):
Amendment to Purchase Agreement. The Agreement, as supplemented and amended pursuant to the First Amendment, shall be further amended by deleting Section 6.27 therein in its entirety and replaced with the following:
Amendment to Purchase Agreement. 1.01 The parties hereto acknowledge and agree that Paragraph 5 of Schedule 3.1(k) of the Purchase Agreement is hereby amended by adding the following subparagraph (c) at the end thereof:
Amendment to Purchase Agreement. The Parties hereby agree that the Purchase Agreement is hereby amended as follows:
2.1 The Parties hereto understand and agree that Section 6.1of the Purchase Agreement shall be shall be deleted in its entirety and replaced with the following: