Amendment to Recitals of Original Agreement Sample Clauses

Amendment to Recitals of Original Agreement. Recitals A and B of the Original Agreement are hereby amended, restated and superseded in their entirety as follows:
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Amendment to Recitals of Original Agreement. Recitals A and B of the Original Agreement are hereby amended, restated and superseded in their entirety as follows: A. The Investment. The Company intends to sell to the Investor, and the Investor intends to purchase in the aggregate from the Company, as an investment in the Company, the securities as described herein. The securities to be purchased at the Closing (as defined below) are: (i) 1,709,150 shares of Convertible Participating Voting Preferred Stock, Series B, no par value per share and liquidation preference $4.60 per share, of the Company, having the terms set forth in Exhibit A (the “Series B Stock” or “Series B Shares”) each convertible, subject to the approval of the Stockholder Proposals, into 460 shares (and, in the aggregate, 786,209,000 shares) of Common Stock of the Company (the “Common Stock” or “Common Shares”), the price of which Series B Shares shall be equal to the lesser of (x) $0.20 per Common Share on an as converted basis and (y) the lowest price per Common Share on an as converted basis sold in any of the Other Private Placements (the “Preferred Price Adjustment”); (ii) 68,366,000 shares of Common Stock, the price of which Common Shares shall be equal to the lesser of (x) $0.20 per Common Share and (y) the lowest price per Common Share sold in any of the Other Private Placements (the “Common Price Adjustment”); and (iii) a warrant (the “Warrant”) to purchase shares of Common Stock, having the terms set forth in Exhibit B. Until the approval of each of the Stockholder Proposals is obtained, the Warrant shall settle in shares of Series B Stock; thereafter, the Warrant shall settle in shares of Common Stock. The purchase of the Series B Shares, Common Stock and Warrant by the Investor is referred to herein as the “Investment.” B. Other Private Placements. The Company intends to sell (i) to Xxxxxx X. Xxx Equity Fund VI, L.P., Xxxxxx X. Xxx Parallel Fund VI, L.P. and Xxxxxx X. Xxx Parallel (DT) Fund VI, L.P. (collectively, “THL”), on the terms and subject to the conditions set forth in the Second Amended and Restated Investment Agreement between THL and the Company dated as of May 25, 2010, as amended by the First Amendment thereto dated as of the date hereof (the “THL Investment Agreement”), (a) 1,709,150 shares of Series B Stock, (b) 68,366,000 shares of Common Stock and (c) a warrant to purchase shares of Common Stock (together with the Warrant, the “Warrants”) ((a), (b) and (c) collectively, the “THL Investment”), and (ii) in ...
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Related to Amendment to Recitals of Original Agreement

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is hereby amended as follows:

  • Amending Agreement The Trustees are directed to amend the Trust Agreement or the Pension Plan to be consistent with the provisions of this Agreement. The Trustees shall have discretion in acting on claims for benefits under the plan subject to review only in accordance with the arbitrary and capricious standard.

  • Amendment to Exhibits The Credit Agreement is hereby amended by adding a new “Exhibit L” thereto as set forth in Annex I attached hereto.

  • Amendment of Exhibit A Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

  • Amendment of Definitions Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.01 hereof.

  • Amendment to Schedules Schedule 2.01 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 2.01 attached hereto.

  • Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B.

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

  • Amendment and Restatement; No Novation (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

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