Amendment to Section 1.1(a). Section 1.1(a), excluding Section 1.1(a)(i)-1.1(a)(x) of the Lease is hereby amended and restated in its entirety as follows:
(a) Subject to the Parking Lease dated as of September 14, 2000 (the “Parking Lease”) by and between Landlord and Tenant, Landlord leases to Tenant and Tenant leases from Landlord, on the terms, covenants and conditions hereinafter set xxxxx, Xxxxx 0X, Xxxxx 0X, and Phase 2A (all as defined below and referred to collectively herein as the “Premises”). As of the effective date of this Amendment, all of Tenant’s rights and obligations to Phase 2A shall expire and the Premises shall consist of Phase 1A and Phase 1B only. The Premises, together with Phase 2B, were constructed by Landlord; and are located in two connected four-story buildings containing an aggregate of approximately 390,000 square feet, consisting of approximately 171,965 square feet of rentable area for office and laboratory research and development and two lower stories primarily of parking (collectively, the “Buildings” and each a “Building”). The Buildings were constructed on the Real Property in connection with the Project.”
Amendment to Section 1.1(a). Section 1.1(a) of the Lease is hereby deleted in its entirety and replaced with the following:
(a) That certain floor area containing [_______] Rentable Square Feet (the “Leased Premises”) on the [_____] floor[s] of an office building containing [__________] Rentable Square Feet (the “Building”), located at approximately [________________], on the real property more particularly described on Exhibit “A” attached hereto and by this reference incorporated herein (the “Property”). The Leased Premises is depicted on the floor plan shown on Exhibit “B” which is attached hereto and by this reference incorporated herein;”
Amendment to Section 1.1(a). (xiii) of the Advisory Agreement. Section 11(a)(xiii) of the Advisory Agreement is hereby amended by inserting:
a. after “such services” and before “;” the following: “which, for the avoidance of doubt, shall include the Company’s chief executive officer, president, chief financial officer, secretary and treasurer”; and
b. before “; and” the following “provided further that, the aggregate amount of expenses relating to salaries, wages and benefits (which, for the avoidance of doubt excludes expenses related to overhead, travel, conferences and related expenses) that the Company shall be required to reimburse pursuant to this Section 11(a)(xiii) for any fiscal year shall not exceed the Capped Reimbursement Amount. For these purposes, the “Capped Reimbursement Amount” for any fiscal year shall be the greater of (a) $6,800,000 (the “Fixed Component”) and (b) the Variable Component as calculated pursuant to the next sentence. The Variable Component for any fiscal year shall be (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in such year divided by four (4), which amount shall be (ii) multiplied by 0.29%. Each of the Fixed Component and the Variable Component of the Capped Reimbursement Amount shall also be increased by an annual cost of living adjustment equal to such portion of the Capped Reimbursement Amount (as determined above) multiplied by the greater of (x) 3.0% and (y) the CPI for the prior year ended December 31st. For these purposes, CPI shall be calculated by reference to the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumer Price Index, New York-Newark-Jersey City with reference date (1982-1984) that equals 100.0 or the successor of this index. Notwithstanding anything to the contrary herein, (a) in no event shall the Advisor or its affiliates be entitled to reimbursement for the salary, wages or benefits of any person who is a partner, member or equity owner of the Sponsor and (b) in the event of a board instructed reduction in the Real Estate Cost by 25% or more, in one or a series of related dispositions in which the proceeds of such disposition(s) are not reinvested in Investments, then within twelve (12) months following the closing of such disposition(s) the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component, provided that if the proc...
Amendment to Section 1.1(a). The last sentence of Section 11(a) of the Agreement is hereby amended and restated in its entirety to read as follows: “This Section 11 shall not apply to suits brought directly by the Company against the Executive (but, for the avoidance of doubt, this Section 11 shall apply to derivative suits brought by the Company’s stockholders in the name of the Company).”
Amendment to Section 1.1(a). Section 11(a) of the Rights Agreement is hereby supplemented and amended by inserting the following sentence immediately after the clause (IV) thereof: “Notwithstanding anything in this Agreement to the contrary, in no event shall the provisions of this Section 11(a) apply to the public announcement, approval, execution, delivery or performance of the Merger Agreement, the Tender Offer by Parent or Merger Sub, or the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, including the issuance of shares pursuant to the Top-Up Option.”
Amendment to Section 1.1(a). Section 1.1(a) of the Lease is hereby deleted in its entirety and replaced with the following:
(a) That certain floor area containing approximately [Square Feet] gross rentable square feet (the “Leased Premises”) on the [Floor #] floor of the office building (the “Building”) located at approximately [Address] on the real property more particularly described on Exhibit “A” attached hereto and by this reference incorporated herein (the “Property”). The Leased Premises consists of that certain area crosshatched on the floor plan shown on Exhibit “B” which is attached hereto and by this reference incorporated herein. At any time and from time to time during the term of the Lease, Landlord shall have the right to re-measure and re-determine the gross rentable square feet of the Leased Premises and the Building in accordance with commercially reasonable procedures. If the re-measured and re-determined rentable area of the Leased Premises is different than above stated, Landlord shall provide Tenant written notice of the change in square footage (the “Measurement Notice”). The re-measured and re-determined rentable square feet shall then become the gross rentable square feet of the Leased Premises, effective as of the date of the Measurement Notice, in which case Basic Annual Rent (as defined in Section 3.1 below), Additional Rent (as defined in Section 4.1 below) and any Tenant Finish Allowanced (as defined in Section 2.3 below) shall be proportionately adjusted;” Xxxxx — Master Lease Form
Amendment to Section 1.1(a). Clause (i)(C) in Section 1.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 1.1(a). Section 1.1(a) of the Credit Agreement is hereby deleted in its entirety, and the following substituted therefor:
Amendment to Section 1.1(a). Section 1.1(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 1.1(a). (ii). Section 11(a)(ii) of the Rights Agreement is amended to add the following sentence after the last sentence thereof: “Notwithstanding the foregoing, no provision for adjustment shall be made pursuant to this Section 11(a)(ii) as a result of the Transactions.”
