Amendment to Securities Purchase Agreement. (i) Clause (iii) of the first sentence of Section 3(l) of the Securities Purchase Agreement is hereby amended as follows: “(iii) had capital expenditures individually in excess of $25,000”
Amendment to Securities Purchase Agreement. From and after the date of this Agreement, Section 9.6(b) of the Securities Purchase Agreement is hereby amended to read in its entirety as follows:
(b) Notwithstanding the provisions of Section 9.6(a), (A) the Purchaser shall be permitted to acquire additional shares of Common Stock in the open market in an amount sufficient so as to maintain its Percentage Interest if the Shares owned by it and its affiliates come to represent less than its Percentage Interest as a result of (i) the issuance, grant or sale of Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement adopted by the Company, (ii) the issuance of securities by the Company in connection with an acquisition, merger, joint venture or sale or purchase of assets, (iii) any Common Stock issuable upon the redemption of outstanding Units in the Operating Partnership, or (iv) a Non Eligible Public Offering; provided, however, that notwithstanding anything to the contrary contained in this Agreement, if at any time or from time to time the Purchaser does not elect to purchase its Percentage Interest of New Securities as provided in Section 9.3, then the Percentage Interest shall automatically be reduced each such time to be calculated on a fully diluted basis at the time of each closing of the sale of New Securities; and (B) the Purchaser shall be permitted to reinvest all or part of the cash dividends received on its Common Stock in additional shares of Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan.”
Amendment to Securities Purchase Agreement. 2.1. Amendment to Section 1.5(c) of Securities Purchase Agreement. Section 1.5(c) of the Securities Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Securities Purchase Agreement. Effective as of the date hereof, the Securityholders' Agreement is hereby amended in accordance with Article XII of the Securities Purchase Agreement, to add Xxxx Xxxxxxxxxxxx as an Additional Purchaser and a party to such agreement; Xxxx Xxxxxxxxxxxx hereby agrees to be bound by all of the terms and conditions of the Securities Purchase Agreement and this Amendment and the Company and Carrier One hereby consent to Xxxx Xxxxxxxxxxxx as an Additional Purchaser.
Amendment to Securities Purchase Agreement. The Securities Purchase Agreement is hereby, and shall henceforth be deemed to be, amended, modified and supplemented in accordance with the provisions hereof, and the respective rights, duties and obligations under the Securities Purchase Agreement shall hereafter be determined, exercised and enforced under the Securities Purchase Agreement, as amended, subject in all respects to such amendments, modifications, and supplements and all terms and conditions of this 1997 Amendment. Initially capitalized terms used in this 1997 Amendment shall have the meanings ascribed thereto in the Securities Purchase Agreement, as amended hereby, unless otherwise defined herein.
Amendment to Securities Purchase Agreement a. In accordance with Section 9(e) of the Securities Purchase Agreement, the Company and the Designee representing the Required Holders (as defined in the Securities Purchase Agreement) hereby agree to amend the Securities Purchase Agreement, as set forth in this Section 3, which amendments shall be binding upon each Buyer and holder of Securities and the Company.
b. As of the execution and delivery of this Agreement by the Company and the Designee, the definition of “Transaction Documents” set forth in Section 3(b) of the Securities Purchase Agreement shall be amended to add this Agreement and the September 0000 Xxxxxx Notes, in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, to such definition (in addition to any amendment to such definition pursuant to the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplement and the Exchange Agreement).
c. The Company hereby acknowledges and agrees that any Stockholder Notes to be issued to the Company’s stockholders (i) shall rank pari passu with or junior in right of payment to the Merton Notes, (ii) if secured, shall rank pari passu with or junior in right of security to the Liens on the Collateral securing the Merton Notes, (iii) cannot be guaranteed by any Person that does not also guarantee the Merton Notes and (iv) cannot be more favorable than the Merton Notes to the respective holders thereof.
d. The parties hereby acknowledge and agree that the September 0000 Xxxxxx Notes shall be deemed issued pursuant to the Securities Purchase Agreement and shall be deemed “Notes” with respect to all the Transaction Documents, including, without limitation, the Pledge and Security Agreement, the Guaranty, the Stock Pledge Agreement, the First Supplemental Agreement, the Exchange Agreement, the Second Supplemental Agreement and the Third Supplemental Agreement, but not the Series B Warrants.
e. The parties hereby agree that notwithstanding anything to the contrary in the Securities Purchase Agreement, the total principal amount of Notes that may be issued under the Securities Purchase Agreement and that may be deemed to be issued under the Securities Purchase Agreement pursuant to the Exchange Agreement and/or this Agreement shall not exceed the sum of (i) $365,000,000 and (ii) the principal amount of the Merton Notes that are outstanding immediately after the issuance of the September 2021 Merton Notes.
Amendment to Securities Purchase Agreement. Concurrently herewith the parties are entering into an Amended and Restated Securities Purchase Agreement. The parties hereby confirm that all securities issuable pursuant to the Amended and Restated Securities Purchase Agreement will be "Registrable Securities" under the Registration Agreement between them dated as of March 31, 1993.
Amendment to Securities Purchase Agreement. From and after the date of this Agreement, the Securities Purchase Agreement shall be amended as follows:
(a) Section 9.4 of the Securities Purchase Agreement is hereby amended by deleting the words “Section 9.6(c)” at the end of the last sentence in such section and replacing them with the following words “Section 9.6(b)”.
Amendment to Securities Purchase Agreement. Lanxide and COES hereby agree to amend the Securities Purchase Agreement and agree that they shall, contemporaneously herewith, execute and deliver an AMENDMENT TO SECURITIES PURCHASE AGREEMENT in the form of Exhibit A annexed hereto and made a part hereof.
Amendment to Securities Purchase Agreement. Section 8(e) of the Securities Purchase Agreement is hereby amended, effective as of the signing hereof, to require the consent of a simple majority of the then outstanding shares of Series C Preferred Stock for an amendment to such Agreement.
