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 Purchase Agreement is hereby amended in the following manner:
a. Seller hereby acknowledges the foregoing assignment of Purchaser’s rights under the Purchase Agreement to Assignee.
Amendment to Purchase Agreement. Without modifying or amending the introductory paragraph of Section 3 of the Second Amendment, Section 9.18(a)(i) of the Purchase Agreement 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 one hundred and thirty-five (135) 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” and the date such Registration Statement is filed, the “Filing Date”), 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 thirty (30) days following the Filing Date, if the SEC does not review the Registration Statement or within one hundred and five (105) days following the Filing Date, 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. Notwithstanding anything to the contrary in this Section 9.18(a), in...
Amendment to Purchase Agreement. The parties hereto agree to amend the Purchase Agreement in accordance with the follow:
Amendment to Purchase Agreement. Section 3H, Sale of the Company, of the Purchase Agreement is amended and restated in its entirety to read as follows:
(i) If, at any time prior to closing a public offering of any of the Company's securities registered under the Securities Act, the Company determines to seek a sale of all or substantially all of the Company's assets or any transaction of the type specified in Section C.4(ii)(b) or (d) of the Charter Amendment (each, a "Sale of the Company"), prior to soliciting any Person or entering into any written or oral agreement or understanding (including any nonbinding letter of intent) with any Person regarding a Sale of the Company transaction, whether directly or indirectly, the Company will notify the Purchaser of the desire to effect a Sale of the Company (the "Sale of Company Notice") and materially comply with the procedures set forth in subsections (ii) through (v) below, as applicable. 2
(ii) The Purchaser shall have until the expiration of the 30th day following receipt of the Sale of Company Notice, the right to offer to purchase the Company. If the Purchaser desires to exercise this right, the Purchaser on or before the expiration of the 30th day following receipt of the Sale of Company Notice shall notify the Company of the terms of the Purchaser's offer to purchase the Company including the Cash Price (a "Purchaser's Offer to Purchase"). If the Purchaser fails to deliver to the Company a Purchaser's Offer to Purchase on or before the expiration of the 30th day following the Purchaser's receipt of the Sale of Company Notice, the Company shall thereafter be free, subject to subsection (vii) below, to solicit or otherwise enter into discussions or negotiations with Persons other than the Purchaser regarding a Sale of the Company transaction and to close a Sale of the Company transaction in such form and for such consideration as the Company may negotiate. (iii) If the Purchaser delivers to the Company a Purchaser's Offer to Purchase on or before the expiration of the 30th day following the Purchaser's receipt of the Sale of Company Notice, the Company shall have until the expiration of the 30th day following receipt of the Purchaser's Offer to Purchase the right to accept or reject it. If the Company accepts the Purchaser's Offer to Purchase, the Company and the Purchaser shall in good faith negotiate definitive agreements to effectuate the transaction within 90 days of the Company's acceptance. If the transaction does not close within ...
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. Exhibit A of the Purchase Agreement shall be amended and restated to read in its entirety as set forth on Exhibit A hereto.
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:
