Amendments to Stock Purchase Agreement. The Stock Purchase Agreement is hereby amended as follows:
(1) Section 2.3 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following new paragraph:
Amendments to Stock Purchase Agreement. Seagate, Suez and SSHI hereby agree as follows:
Amendments to Stock Purchase Agreement. The Stock Purchase Agreement is hereby amended as follows:
Amendments to Stock Purchase Agreement. (a) Section 9.1(e) of the Stock Purchase Agreement shall be deleted in its entirety and the following shall be substituted therefore:
(e) by either party, if the transactions contemplated by this Agreement shall not have been consummated on or prior to August 20, 2004, unless such failure of consummation shall be due to the failure of the party seeking such termination to perform or observe in all material respects the covenants and agreements hereof to be performed or observed by such party;
Amendments to Stock Purchase Agreement a. Section 2 of the Stock Purchase Agreement is hereby amended as follows:
i. The second sentence of Section 2.1 of the Stock Purchase Agreement is hereby amended by deleting the phrase "(the "THSC Management Stock", with the TMMC Management Stock and the THSC Management Stock collectively referred to herein as the "Management Stock")" and replacing it with the phrase "(the "THSC Management Stock", with the TMMC Management Stock exchanged for 228,000 shares of the common stock ("Holdings Common Stock") of Talbert Medical Management Holdings Corporation ("Holdings") (the "Holdings Management Stock"))."
ii. The third sentence of Section 2.1 of the Stock Purchase Agreement is hereby amended to read as follows:
Amendments to Stock Purchase Agreement. The Preamble to the Stock Purchase Agreement is hereby amended such that the Stock Purchase Agreement is made as of July 15, 2014.
Amendments to Stock Purchase Agreement. (a) The defined term "Ancillary Agreements" set forth in Section 1.01 is hereby deleted in its entirety and replaced with the following:
Amendments to Stock Purchase Agreement. The Buyer and the Sellers hereby agree that, effective as of the date hereof, the Stock Purchase Agreement is hereby amended as follows:
Amendments to Stock Purchase Agreement. (a) Section 1.01 of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the language set forth below: “Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all the right, title and interest of Seller in, to and under the Shares, free and clear of all Liens, for an aggregate purchase price of $407,000,000 (the “Purchase Price”), payable and subject to adjustment as set forth in Article II.”
(b) Section 2.01(c)(i) of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the language set forth below: “by wire transfer to a bank account designated in writing by Seller at least two business days prior to the Closing Date, immediately available funds in an amount equal to the Purchase Price (A) (1) plus or minus the Estimated Working Capital Adjustment, and (2) minus the Estimated Net Funded Indebtedness (the Purchase Price as adjusted pursuant to this Section 2.01(c)(i)(A) shall be hereinafter referred to as the “Estimated Purchase Price”) and (B) minus the Escrow Amount;”
(c) Section 2.02(b) of the Stock Purchase Agreement is hereby amended by deleting the words “PricewaterhouseCoopers LLP” and replacing them with “BDO USA, LLP”.
(d) Section 2.02(c) of the Stock Purchase Agreement is hereby deleted in its entirety and replaced with the language set forth below: “The Purchase Price shall be (i) increased by the amount by which Closing Working Capital exceeds $19,853,000 (the “Target Working Capital”) or decreased by the amount by which Closing Working Capital is less than the Target Working Capital and (ii) decreased by the amount of Closing Net Funded Indebtedness. The Purchase Price as adjusted pursuant to this Section 2.02(c) shall hereinafter be referred to as the “Final Purchase Price”. If the Estimated Purchase Price is less than the Final Purchase Price, Purchaser shall, and if the Final Purchase Price is less than the Estimated Purchase Price, Seller shall, within 10 business days after the Statement becomes final and binding on Seller and Purchaser pursuant to Section 2.02(b), make payment by wire transfer in immediately available funds of the amount of such difference, together with interest thereon at a rate equal to the Prime Rate from (and including) the Closing Date to (but not including) the date of payment.”
(e) Schedule A t...
Amendments to Stock Purchase Agreement. (a) The second sentence of Section 5(h) of the Stock Purchase Agreement is hereby amended and restated by replacing it with the following: "During the period January 1, 2000 to December 31, 2001 the Company will make equal quarterly payments to Seller with respect to the Loan (the principal amount of which shall be deemed to be reduced by $100,000 as of August 31, 1999) to repay the unpaid principal and arranged interest balance based on a four year amortization schedule."
