Amendment to SPA Sample Clauses

Amendment to SPA. The Holders hereby consent to the amendment of the SPA as set forth in the amendment to securities purchase agreement attached hereto as Exhibit A (the “SPA Amendment”).

Amendment to SPA. Section 5.2 (Price Adjustment) of the SPA and the definitions “Xxxxxxxxx Take-Private Per Share Consideration” and “Take-Private Transaction” set forth under Section 6.1 (Certain Definitions) of the SPA are hereby deleted in their entirety and shall be null and void ab initio and be of no force and effect, and the Purchaser and its Affiliates shall have no obligations or liabilities under such provisions (whether accrued, contingent or otherwise).

Amendment to SPA. The Company (by its signature below) and Assignee acknowledge that immediately after giving effect to the assignment contemplated by this Agreement: (a) Section 2(b) of the SPA is hereby amended in its entirety to provide as follows: “The Company shall pay: (i) to Laurus Capital Management, LLC (“LCM”), the investment manager of the Purchaser, a non-refundable payment in an amount equal to $118,846.00 (the “LCM Payment”); (ii) to Valens Capital Management, LLC (“VCM”), the investment manager of Valens U.S. SPV I, LLC (“Valens U.S.”), and Valens Offshore SPV II, Corp. (“Valens Offshore”) a non-refundable payment in an amount equal to $78,462.00 (the “VCM Payment”); (iii) to Valens U.S.: (A) a non-refundable payment in an amount equal to $8,000 (the “First Valens U.S. Payment”); and (B) an advance prepayment discount deposit equal to $8,000 (the “Second Valens U.S. Payment, and together with the First Valens U.S. Payment, the “Valens U.S. Payments”); and (iv) to Valens Offshore, a non-refundable payment in an amount equal to (A) $32,000 (the “First Valens Offshore Payment”); and (B) an advance prepayment discount deposit equal to $32,000 (the “Second Valens Offshore Payment, and together with the First Valens Offshore Payment, the “Valens Offshore Payments”). The LCM Payment, the VCM Payment, the Valens U.S. Payments and the Valens Offshore Payments are intended to defray certain of the due diligence, legal and other expenses incurred by each of them in connection with the entering into of this Agreement and the Related Agreements and all related matters. Each of the foregoing payments in clauses (i) and (ii) above shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. The payments set forth in (b)(i) — (b)(iv) above (net of any deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to (a) that certain Escrow Agreement by and among the Company, the Assignor and the escrow agent referred to therein dated as of the date hereof, and (b) that certain Escrow Agreement by and among the Company, Valens U.S. and the escrow agent referred to therein dated as of the date hereof (c) that certain Escrow Agreement by and among the Company, Valens Offshore and the escrow agent referred to therein dated as of the date hereof and (iv) a disbursement letter (the “Disbursement Letter”) (net of the $13,461.54 deposit previously paid by the Company). (b) Section 2(c) of the SPA is he...

Amendment to SPA. Effective as of the date hereof: (a) Section 1.6(c) of the SPA is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following sentence: “If the Buyer and the Sellers are unable to agree upon the Disputed Items solely as they relate to the “Xxxxxx Product Recall Matter” by December 14, 2012, the Buyer and the Sellers will appoint McGladrey & Xxxxxx, LLC or, if such firm is unwilling to serve or such firm is or becomes no longer independent from either the Buyer and its Affiliates or the Sellers and their Affiliates, an independent, nationally recognized accounting firm reasonably acceptable to each of them and that is not currently engaged by either the Buyer, the Company or the Sellers to render accounting services (in either case, the “Independent Accounting Firm”) to resolve the Disputed Items solely as they relate to the “Xxxxxx Product Recall Matter”.” (b) Giving effect to the SPA amendment described in subsection (a) above, the SPA is hereby further amended to the extent necessary, and no further, to provide that if, as a result of the Parties resolution of the Disputed Items on or before December 14, 2012, any of the Certificate Amounts that solely relate to the Xxxxxx Product Recall Matter (including, for the avoidance of doubt, Closing Working Capital, the Closing Working Capital Adjustment and the Deferred Working Capital Amount, in each case giving full effect, as applicable, to the agreed amounts regarding any post-Closing supplier and customer adjustments and/or settlements in respect of the Xxxxxx Product Recall Matter) are ultimately determined to be different than those set forth in the Certificate, the December Amount shall be adjusted dollar-for-dollar, up or down, to give effect to any such differences on a net basis (in accordance with the definitions, provisions and methodologies set forth in Article I of the SPA), but without interest on any agreed amounts regarding any post- Closing supplier and customer adjustments and/or settlements in respect of the Xxxxxx Product Recall Matter.

Amendment to SPA. NESR agrees that it shall not agree to any amendment, supplement, change, modification or waiver of any term of the SPA (including the exhibits and schedules annexed thereto or referred to therein) without the prior written consent of Olayan.

Amendment to SPA. The SPA is hereby amended by deleting the Subsequent Equity Financing Provision contained in Section 4.12(a) of the SPA in its entirety and inserting “Reserved” in lieu thereof.

Amendment to SPA. The first sentence of Section 1(e)(iv) of the SPA is hereby amended and restated in its entirety to read as follows (and all other portions of Section 1(e)(iv) shall remain as currently drafted and unaffected by this Amendment):

Amendment to SPA. Section 7(a)(iii) of the SPA is hereby amended by replacing Section 7(a)(iii) in its entirety with the following:

Amendment to SPA. 2.1 Pursuant to Clause 22.2 of the SPA, each Party agrees that with effect on and from the date hereof, Clause 15.4 of the SPA shall be deleted in its entirety and replaced as follows: (a) The Seller undertakes from Completion until the date on which Purchaser puts in place the Replacement Security (as defined below) (such date, the “Replacement Date”): i. to continue to provide cash collateral as security for the letters of credit issued pursuant to the Seller Group Guarantees Facility as at the date of this Agreement which benefit the Italian Target and/or the Spanish Target and/or the Portuguese Target (the “Relevant Letters of Credit”) for so long as such Relevant Letters of Credit remain outstanding; and ii. not to terminate the Seller Group Guarantees Facility, provided however that in the event of any Relevant Letter of Credit Expiring the Seller shall be under no obligation to provide collateral for any further letter of credit or replacement letter of credit. As Relevant Letters of Credit expire the Seller shall, subject to the terms of the Seller Group Guarantees Facility, be entitled to the return of any cash collateral provided as security for such Relevant Letter of Credit pursuant to the terms thereof. (b) The Purchaser undertakes to: i. use its reasonable endeavours to replace the Relevant Letters of Credit with letters of credit or other similar facility which is reasonably acceptable to the relevant counterparties secured by the Relevant Letters of Credit or otherwise replace Seller as the provider of security for such letters of credit (the “Replacement Security”) as soon as reasonably practicable following Completion; and ii. pay to the Seller’s Payment Account in US dollars by transfer of immediately available funds for same day value: A. interest pursuant to clause 15.4(c) below; B. an amount equal to any commissions, fees or expenses charged to the Seller pursuant to the Seller Group Guarantees Facility and/or the Relevant Letters of Credit; and C. in the event the Seller is required to reimburse any payment made to a beneficiary with respect to any Relevant Letter of Credit, the amount of such payment, in each case within 30 Business Days of receipt by the Purchaser of reasonable evidence of the obligation of the Seller in respect of the same. (c) The Purchaser shall pay interest on the aggregate outstanding amount of cash collateral required by the Seller to support the Relevant Letters of Credit pursuant to the Seller Group Guarant...

Amendment to SPA. (a) The first sentence of Section 4(l) of the SPA is hereby amended and restated in its entirety as follows (strikethrough indicates deletion; bold underline indicates addition): “So long as any of the Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 200% of (i) 200% of the maximum number of shares of Common Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) 100% of the maximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise and/or redemption, as applicable of Notes and Warrants.”