Amendments to Existing Securities Purchase Agreement Sample Clauses

Amendments to Existing Securities Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Existing Securities Purchase Agreement is hereby amended in the manner specified in Exhibit A hereto. Such amendments are referred to herein collectively as the “Amendments”.
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Amendments to Existing Securities Purchase Agreement. Effective on and as of the date hereof, the Existing Securities Purchase Agreement is hereby amended as follows: (a) Section 1.1 of the Existing Securities Purchase Agreement is amended by adding the following definitions in alphabetical order:
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Amendments to Existing Securities Purchase Agreement. Effective as of the Amendment No. 6 Effective Date (as hereinafter defined), (A) subject to the terms of this Amendment, the Existing Securities Purchase Agreement (and to the extent provided in Exhibit A hereto, each of the exhibits, schedules and appendices to the Existing Securities Purchase Agreement) is hereby amended and restated in its entirety (a) to delete the stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (b) to add the double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), in each case, as set forth in the marked pages of the Securities Purchase Agreement (and to the extent provided in Exhibit A hereto, each of the exhibits, schedules and appendices to the Securities Purchase Agreement) attached hereto as Exhibit A and made a part hereof for all purposes; and (B) each of the Existing FSV Convertible Notes and the Existing Senyun Convertible Notes shall be replaced by a new note in an equivalent aggregate principal amount in the form of the Replacement Convertible Note set forth on Exhibit B hereto (which the parties agree shall be executed and delivered on the Amendment No. 6 Effective Date and upon execution and delivery thereof, the Existing FSV Convertible Notes and the Existing Senyun Convertible Notes, respectively, shall be deemed cancelled) and, after giving effect to the replacement of such Notes, the aggregate amount of all Notes outstanding under the Securities Purchase Agreement shall be as set forth on Annex D to the Securities Purchase Agreement.
Sample 1
Amendments to Existing Securities Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3, the Existing Securities Purchase Agreement is hereby amended as follows: (a) Paragraph 7(B)(2) of the Existing Securities Purchase Agreement is hereby amended by (i) deleting “and” from the end of clause (xiv) of such paragraph, (ii) deleting the period from the end of clause (xv) of such paragraph and inserting “; and” therefor and (iii) adding the following new clause (xvi) to such paragraph to read as follows: (xvi) (a) Debt owing by Toreador International to Toreador Energy France and (b) Subordinated Debt owing by the Company or any Guarantor to Toreador International in an aggregate principal amount not to exceed the aggregate principal amount outstanding under clause (a) hereof.” (b) Paragraph 7(B) of the Existing Securities Purchase Agreement is hereby amended by inserting a new paragraph 7(B)(12) at the end thereof to read as follows:
Sample 1
Amendments to Existing Securities Purchase Agreement. Effective as of the Effective Time, the Existing Securities Purchase Agreement is hereby amended as follows: (a) The defined term “Debentures” is hereby amended to mean the New Debenture (as defined herein). (b) The defined term “Transaction Documents” is hereby amended to include this Agreement and the other Exchange Documents. (c) Section 1.1 of the Existing Securities Purchase Agreement is amended by adding the following definitions in alphabetical order:
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Amendments to Existing Securities Purchase Agreement. The Existing Securities Purchase Agreement is hereby amended as follows: (a) All references to “Notes” shall mean, and are hereby replaced with, the “Replacement Notes”; (b) All references to “Conversion Shares” shall mean, and are hereby replaced with, the “Replacement Conversion Shares”;
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Amendments to Existing Securities Purchase Agreement. The Company and CSFB hereby consent and agree to replace the Existing Securities Purchase Agreement with the Amended Securities Purchase Agreement as set forth in EXHIBIT A to this Agreement.
Sample 1
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Amendments to Existing Securities Purchase Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Existing Securities Purchase Agreement is hereby amended as set forth below. Such amendments are referred to herein collectively as the “Amendments”. a) Paragraph 5F(5) of the Existing Securities Purchase Agreement is hereby amended and restated in its entirety as follows: “For purposes of this paragraph 5F, the term ‘Fundamental Change’ shall mean an event or series of events by which any of the following occurs: (i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act (other than a “person” or “group” comprised solely of Permitted Holders) files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate beneficial owner of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock; provided, however, that notwithstanding anything herein to the contrary, a Fundamental Change shall be deemed to have occurred if the Permitted Holders, as a group, acquire beneficial ownership in excess of 75,976,851 shares of Common Stock (as appropriately adjusted for stock splits and similar transactions); provided, however, that if at any time the Permitted Holders, taken as a group, own less than 50% of the then outstanding Common Stock, a Fundamental Change will be deemed to have occurred if the Permitted Holders thereafter become the direct or indirect ultimate beneficial owners of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock; (ii) the consummation of: (A) any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Company and the Subsidiaries, taken as a whole, to any Person or Persons (other than one of the Guarantors to the extent permitted pursuant to paragraph 7B(6)); or (B) any transaction or series of related transactions in connection with which (whether by means of exchange, liquidation, consolidation, merger, combination, reclassification, recapitalization, acquisition or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, other property, assets or cash, but excluding any merger, consolidation, share exchange or acquisition of the Company with or by another person pu...
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Related to Amendments to Existing Securities Purchase Agreement

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Amendments to Purchase Agreement The parties agree that the Purchase Agreement shall be amended, solely with respect to the Mortgage Loans, as follows:

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendments to Financing Agreement Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Financing Agreement shall be amended as follows: (a) Section 1.01 of the Financing Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order:

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification. (b) The Trustee shall consent to any amendment or supplement to a Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which consent and amendment shall not require the consent of any Certificateholder if it is (i) for the purpose of curing any mistake or ambiguity or to further effect or protect the rights of the Certificateholders or (ii) for any other purpose, provided such amendment or supplement for such other purpose cannot reasonably be expected to adversely affect Certificateholders. The lack of reasonable expectation of an adverse effect on Certificateholders may be established through the delivery to the Trustee of (i) an Opinion of Counsel to such effect or (ii) written notification from each Rating Agency to the effect that such amendment or supplement will not result in reduction of the current rating assigned by that Rating Agency to the Certificates. Notwithstanding the two immediately preceding sentences, the Trustee may, in its discretion, decline to enter into or consent to any such supplement or amendment if its own rights, duties or immunities shall be adversely affected. (i) Notwithstanding anything to the contrary in this Section 3.07, the Master Servicer from time to time may, without the consent of any Certificateholder or the Trustee, enter into an amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating or reducing Month End Interest and (ii) providing for the remittance of Full Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer not later than the 24th day of each month (or if such day is not a Business Day, on the previous Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing the applicable Remittance Date to the 18th day of each month (or if such day is not a Business Day, on the previous Business Day). (ii) The Master Servicer may direct WFHM to enter into an amendment to the WFHM Servicing Agreement for the purposes described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

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