Amendments to SPA Clause Samples
The "Amendments to SPA" clause defines the process and requirements for making changes to the Share Purchase Agreement after it has been executed. Typically, this clause stipulates that any modifications must be made in writing and signed by all parties involved, ensuring that verbal agreements or informal changes are not legally binding. Its core practical function is to maintain clarity and prevent disputes by ensuring that all parties formally agree to any alterations, thereby safeguarding the integrity of the original agreement.
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Amendments to SPA. Section 6.2 of the SPA shall be amended and restated in its entirety to read as follows:
Amendments to SPA. Section 5.2 (Price Adjustment) of the SPA and the definitions “C▇▇▇▇▇▇▇▇ 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 of null and void ab initio and be no force and effect, and the Purchaser and its Affiliates shall have no obligations or liabilities under such provisions (whether accrued, contingent or otherwise).
Amendments to SPA. The SPA is hereby amended as follows:
(a) All references to “Penthouse Media Group Inc.” and “PMGI” in the SPA are hereby deleted and replaced with “FriendFinder Networks Inc.” and “FFN”, respectively. All references to “PMGI Notes” are hereby deleted and replaced with “FFN Notes”.
(b) Effective as of the Closing Date, the definition of “Consolidated Coverage Ratio” in Section 1.01 of the SPA is amended it its entirety to read as follows:
Amendments to SPA. Subject to the satisfaction of the conditions precedent set forth in Section 5, each of the Company, Original Purchaser and New Purchaser agree to amend the SPA as follows:
(a) The definition of “Principal Amount” in Section 1.1 of the SPA is hereby amended by replacing the reference therein to “$2,850,000” with “$3,350,000”.
Amendments to SPA. 4.1 The SPA is hereby amended by deleting Section 2.01 thereof in its entirety and replacing it with the following:
Amendments to SPA. Effective as of the date hereof, the Existing SPA is hereby amended as follows:
Amendments to SPA. Effective as of Effective Date, the SPA is hereby amended as set forth in the amendment to securities purchase agreement attached hereto as Exhibit A (the “SPA Amendment”).
Amendments to SPA. The Parties hereby agree that the SPA shall be amended as set forth below:
(a) Section 1.3 (a)(iii) of the SPA shall hereby be amended by deleting it in its entirety and replacing it with the following:
Amendments to SPA. Winterthur and XL agree to amend the SPA as follows subject to (i) timely receipt of payments in accordance with Section 2 except for Section 2.1(b); and (ii) timely delivery of the Transfer Notice in accordance with Section 2.5:
3.1. The time limit relating to Specified Claims in Clause 8.2.1
Amendments to SPA. Subject to the satisfaction of the conditions precedent set forth in Section 6, each of the Company, Original Purchaser and New Purchaser agree to amend the SPA as follows:
(a) The following definitions are hereby inserted in Section 1.1 of the SPA in appropriate alphabetical order: