Amendment to Sections 4. 02(e) and (f) of the RCG LLC Agreement. Pursuant to Section 8.01 of the RCG LLC Agreement, Section 4.02 of the RCG LLC Agreement is hereby further amended by deleting Sections 4.02(e) and (f) in their entirety and replacing such sections with the following Sections 4.02(e) and (f):
Amendment to Sections 4. 8(c) and (d). The Parties hereby agree to amend and restate Sections 4.8(c) and (d) of the Japan Agreement by replacing such Sections, in their entirety, with the following:
Amendment to Sections 4. 8(a) and (b). Sections 4.8(a) and (b) of the Agreement are hereby deleted and amended to read in their entirety as follows:
(a) Since June 30, 2005, no event or events have occurred that have had or are reasonably likely to have a Material Adverse Effect on Capital One.
(b) Since June 30, 2005 through and including the date of this Agreement, Capital One and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business consistent with their past practice.”
Amendment to Sections 4. 2, 4.4, 4.6(c), 4.6(e), 4.7, 7.2.6(y)(B), 8.3, 9.3 and 11.10. Sections 4.2, 4.4, 4.6(c), 4.6(e), 4.7, 7.2.6(y)(B), 8.3, 9.3 and 11.10 of the Existing Credit Agreement are amended by deleting the phrase “Xxxxx Acquisition” in each instance and inserting “Xxxxx Partnership” in lieu thereof. Xxxxx Acquisition shall have no duties, rights or status under the Amended Credit Agreement or the other Loan Documents.
Amendment to Sections 4. 4(a) and (b). Sections 4.4(a) and (b) of the Fourth Amended and Restated Agreement are hereby amended and restated in their entirety as follows:
(a) Subject to Section 4.4(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued heretofore by the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof.
(b) Notwithstanding any provision of this Agreement to the contrary, additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Par...
Amendment to Sections 4. 06(a) & (c) of the Second Incremental Agreement. Sections 4.06(a) and (c) of the Second Incremental Agreement are hereby amended by restating them in their entirety as follows:
(a) If Xxx Xxxxxxxx II LLC or any successor or assign (“Xxxxxxxx”) commences, including by the giving of any notice, a judicial or non-judicial action to enforce any of Xxxxxxxx’x rights and remedies in respect of (i) all payments due to Xxxxxxxx pursuant to the Secured Convertible Promissory Note Purchase Agreement (the “Xxxxxxxx NPA”) dated as of July 20, 2018, by and between Xxxxxxxx and Borrower, including without limitation payments due pursuant to Section 6 thereof, and (ii) all payments due to Xxxxxxxx under the Secured Convertible Promissory Note (the “Xxxxxxxx Note”), then it shall be an immediate and incurable Event of Default. Borrower hereby agrees, pursuant to Section 5.1(u)(D) of the Financing Agreement, to give written notice, together with copies of any materials received by Borrower, of any such commencement to the Agent and Required Lenders within one (1) Business Day following the date upon which Borrower becomes aware of the occurrence of such commencement.”
Amendment to Sections 4. 1(s)(xiv) and (xv) (Tax Matters). Sections 4.1(s)(xiv) and (xv) of the Contribution Agreement are hereby amended and restated in their entirety as follows:
Amendment to Sections 4. 03(d) and (e). Sections 4.03(d) and (e) are hereby amended by deleting such Sections in their entirety and replacing them with the following:
Amendment to Sections 4. 3 (a) - (f) of the Original Agreement. Sections 4.3 (a) - (f) of the Original Agreement shall be deleted in their entirety and shall be replaced with the following new Sections 4.3 (a) – (f):
