Amendment to the Purchase Agreement. The Company, the Issuer and the Purchaser hereby agree to amend the Purchase Agreement from and after the Effective Date as follows notwithstanding any contrary provision therein:
(a) The following definitions shall be added to Section 1:
Amendment to the Purchase Agreement. Exhibit D to the Purchase Agreement is hereby amended by deleting the text of such exhibit in its entirety and replacing it with the Exhibit D attached hereto. This Section 1 of this Amendment Agreement shall be effective as of all PHH Loans purchased and sold under the Purchase Agreement on and after June 30, 2003.
Amendment to the Purchase Agreement. In connection with the waivers set forth in Section 1 above, from and after the Permanent Amendment Effective Date (as defined below), the Purchase Agreement shall be deemed modified to reflect the following:
(i) Section 1.1 of the Purchase Agreement is amended by including the following defined terms therein in appropriate alphabetical order:
Amendment to the Purchase Agreement. (a) The introductory paragraph of Section 1.02 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
Amendment to the Purchase Agreement. This Agreement shall be read and construed as an amendment to, and shall form part of, the Purchase Agreement. Except for the terms explicitly amended or terminated hereunder, the remaining of the Purchase Agreement shall be in full force. In the event there is any discrepancy between this Agreement and the Purchase Agreement, the terms and conditions of this Agreement shall prevail.
Amendment to the Purchase Agreement. Effective as of the date first above written, subject to the satisfaction of the conditions precedent set forth in SECTION 3 below, the Purchase Agreement is hereby amended as follows:
Amendment to the Purchase Agreement. Section 4.7(a) of the Purchase Agreement is hereby deleted in its entirety and restated to read as follows:
Amendment to the Purchase Agreement. (a) Section 9.8 of the Purchase Agreement is hereby amended by adding the following new subsection to the end thereof.
(d) Each holder agrees to release and discharge any Obligor (other than the Parent) from this Agreement, or otherwise reconstitute any Obligor’s (other than the Parent’s) obligations as a primary obligor into a guarantor, as applicable, automatically upon the consummation of the Merger and the execution, delivery and effectiveness of the Assumption and Exchange Agreement (as defined below), which, among other things, effectuates an amended Agreement by operation of the Assumption and Exchange Agreement (which amended Agreement is set forth in Exhibit 10.4); provided that, (i) such Obligor has been, or substantially concurrently with the release by the holders of Notes, will be released and discharged as a primary obligor under and in respect of, the Bank Credit Agreement; (ii) no Default or Event of Default exists or will exist immediately following such release and discharge; (iii) if any fee or other consideration is paid or given to any holder of Indebtedness, in its capacity as a holder of such Indebtedness, in connection with such release, other than the repayment of all or a portion of such Indebtedness, each holder receives equivalent consideration on a pro rata basis (provided that, for the avoidance of doubt, this condition shall not apply to customary and usual fees paid in connection with the termination and replacement of the Bank Credit Agreement and out-of-pocket expenses, including attorneys’ fees, incurred in connection therewith); and (iv) at the time of the consummation of the Merger, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying the matters set forth in clauses (i) through (iii).
(b) Section 10.4.1 of the Purchase Agreement is hereby amended by adding the following to the end thereof. Notwithstanding anything to the contrary set forth in this Section 10.4.1 or any other provision of this Agreement, (a) the consummation of the Merger Transactions, with the Parent following the Merger Transactions becoming the direct or indirect parent company of the Company and (b) the related termination and replacement of the Bank Credit Facility in connection with such Merger Transactions shall not constitute a Default or Event of Default under this Agreement if and only if each of the following conditions are satisfied:
(i) Except to the extent that it would not be materially adverse to...
Amendment to the Purchase Agreement. 7.1. The parties hereby agree that effective as of the closing of the Transaction, (i) the Call Option as set forth in the Purchase Agreement shall apply to the number of shares of Ormat Technologies issued to Bronicki in exchange for the Pledged Shares that have not been sold by it, and (ii) the Call Option Exercise Price shall be equal to (i) U.S. Dollar equivalent of the sum of (A) NIS 29.17, minus (B) all dividends per share received following March 22, 2012 and prior to the Effective Date, calculated based on the representative exchange rate of US$-NIS on the Effective Date (or, if not published on the Effective Date, last preceding rate known then), divided by (ii) the Exchange Ratio. The Call Option Exercise Price shall be adjusted for dividend distributions, stock splits and consolidations, bonus shares, and any other similar recapitalization event following the Effective Date.
7.2. This Section shall be deemed an amendment to the Purchase Agreement effective as of the Effective Date and shall survive the termination of this Agreement. All other provisions of the Purchase Agreement and attachments and appendices thereto shall remain unchanged.
Amendment to the Purchase Agreement. Effective immediately upon execution of this Amendment on the Effective Date and with effect from and after the Effective Date, each of the Investor and the Company hereby amend the Purchase Agreement as provided in this Section 1.
