Amendments to Securityholders Agreement Sample Clauses

Amendments to Securityholders Agreement a. In Section 1.1 of the Securityholders Agreement, the following definitions are hereby added:
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Amendments to Securityholders Agreement. The Securityholders Agreement is hereby amended as follows: 2.1. Amendment of Section 6.3.1 (a). Section 6.3.1(a) of the Securityholders Agreement is hereby amended to read in its entirety as follows: (a) first, shares, other than Registrable Securities, requested to be included in such registration by shareholders shall be excluded, provided, however, that, in the event of a demand registration requested by holders of Consent Shares pursuant to registration rights granted by the Company to the holders of the Consent Shares: (i) first, all shares other than Consent Shares and Registrable Securities shall be excluded; (ii) second, Registrable Securities shall be excluded in the manner provided in subsection (b) below; (iii) third, if, despite the exclusion of all Registrable Securities and all shares other than Consent Shares, a limitation on the number of shares is still required, Consent Shares shall be excluded in accordance with the provisions of the registration rights granted by the Company to the holders of the Consent Shares;
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Amendments to Securityholders Agreement. Upon the --------------------------------------- consummation of the Proposed IPO, the following provisions of the Securityholders Agreement will be deemed to be amended and supplemented as follows: (a) Solely for purposes of Section 2 (The Board) of the LLC Agreement, the term "Securityholder" as used therein will be deemed to refer only to MDCP, XxXxxxxx Holdings, Meritage, Allen, Holland, Dovey, Dovey Family Partners LLLP, Dovey LLC, Xxxxxxx, Haj Xxxxxxx LLC, Xxxxxxx LLC #2, Xxxxxxxxx, Xxxxxxxxx LLC, Xxxxxxxxx Family LLLP, Lacey, and each of their respective Affiliates or transferees who hold Securityholder Securities. As a result, all other Securityholders will cease to be bound by the voting agreement set forth in Section 2 of the LLC Agreement upon the consummation of the Proposed IPO. (b) Solely for purposes of the definition of the term "Management Equity" set forth in Section 8 (Definitions) of the LLC Agreement, clause (i) of such definition will be deleted in its entirety and replaced with the following language: "
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Amendments to Securityholders Agreement. (a) Each of the Company, CBRE and the Investors agree that (i) the defined terms “Initiating Holder” and “Relevant Period” contained in Section 1.1 of the Securityholders’ Agreement shall be deleted in their entirety and (ii) the following defined terms shall be added to Section 1.1 of the Securityholders’ Agreement, in each case in correct alphabetical order:
Sample 1
Amendments to Securityholders Agreement. (a) In Section 1.1 of the Securityholders Agreement, the following definitions are hereby added: "`Petexx' xxall mean Rogex X. Xxxxxx xxx Mary Xxxe Chrixxxxx Xxxxxx, xx trustees for the Rogex X. Xxxxxx xxx Mary Anne Xxxixxxxx Xxxxxx Xxxing Trust." "`Rhotons' shall mean Jeffxxx X. Xxxxxx xxx Yvonxx X. Xxxxxx, xx trustees for the Jeffxxx X. Xxxxxx xxx Yvonxx X. Xxxxxx Xxxing Trust." (b) Section 3.1(b) of the Securityholders Agreement is hereby amended by inserting the words ", Petexx, Xxotons" before the word "Schaxxxx" xx clause (vi). (c) Section 4.1(g) is hereby amended as follows: (i) In the first sentence of clause (i), the words ", Petexx, Xxotons" are inserted after the word "Schaxxxx"; (ii) In the second sentence of clause (i), the words ", Petexx, Xxotons" are inserted after the word "Schaxxxx"; (iii) In the last sentence of clause (i), the words ". Petexx, Xxotons" are inserted after the word "Schaxxxx"; xnd (iv) In the third sentence of clause (v), the words ", Petexx, Xxotons" are inserted after the word "Schaxxxx." (d) Section 5.3 of the Securityholders Agreement is hereby amended by inserting the words ", Petexx, Xxotons" after the word "Schaxxxx" xx the last sentence. (e) Section 7.7 of the Securityholders Agreement is hereby amended by inserting the following new paragraph immediately prior to the last sentence of Sec- tion 7.7: "if to Petexx xx: Rogex X. Xxxexx Xxxx Xxxe Xxxixxxxx Xxxxxx 152 Xxxxxxx Xxx Xxx Xxxxxxxxx, XX 00000 with a copy to: Bronxxx, Xxxxxxx & XcKixxxx 505 Xxxxxxxxxx Xxxxxx San Francisco, California 94111-2514 Attn: Willxxx X. Xxxxxxxx, Xxq. Fax: (415) 000-0000 if to Rhotons to:
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Amendments to Securityholders Agreement. (a) The definition of "Permitted Transferee" set forth in Section 1.1 shall be amended as follows: A new subsection (iii) shall be added to the definition of Permitted Transferee following subsection (ii) thereof and shall read in full as follows:
Sample 1
Amendments to Securityholders Agreement. Section 2.1 shall be amended as follows:
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Related to Amendments to Securityholders Agreement

  • Amendments to Rights Agreement The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

  • 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 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).

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

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

  • 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 the Grant Agreement 18.1 This Grant Agreement and the Grant Letter set out the entire agreement between the parties. They replace all previous negotiations, agreements, understandings and representations between the parties, whether oral or in writing. 18.2 The Commissioner retains the right to make amendments to this Grant Agreement and/or the Grant Letter which shall only be valid if they are in writing and signed by an authorised representative of the Commissioner.

  • Amendments to Employment Agreement Effective as of the date hereof, the Employment Agreement shall be amended as provided in this Section 1.

  • Amendments to Servicing Agreement The Issuer covenants with the Indenture Trustee that it will not enter into any amendment or supplement to the Servicing Agreement without the prior written consent of the Indenture Trustee.

  • 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:

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