Amendments to the Exchange Agreement Sample Clauses

Amendments to the Exchange Agreement. The following shall become effective and operative concurrently with the Proposed Amendments (as defined in the Offering Memorandum) becoming effective and operative: (a) Section 5(c) of the Exchange Agreement is hereby amended and restated in its entirety as follows:
Sample 1Sample 2
AutoNDA by SimpleDocs
Amendments to the Exchange Agreement. Section 5(c) of the Exchange Agreement is hereby amended and restated in its entirety as follows:
Sample 1Sample 2
Amendments to the Exchange Agreement. Section 1 of the Exchange Agreement is hereby amended and restated in its entirety to read as follows:
Sample 1Sample 2
Amendments to the Exchange Agreement. The Exchange Agreement is amended as follows: 2.1. The definition of “First Exchange Time” is deleted in its entirety from Section 1.1 and replaced with the following:
Sample 1
Amendments to the Exchange Agreement a) The first paragraph of the preamble is hereby amended by deleting “$476,842,000” and replacing it with “$477,342,000.” b) Section 2(d)(ii) is hereby amended and restated as follows: “The Parties shall use reasonable best efforts to ensure that (A) the initial settlement date for the Exchange will occur on December 9, 2022 (the “Initial Settlement Date”), (B) the balance of the Initial Exchange (as defined below) is settled on December 14, 2022 (the “Second Settlement Date”), and (C) in any event, the Exchange is consummated in one or more settlements with respect to a minimum of an aggregate of $410 million in principal amount of Relevant Old Notes, by no later than December 21, 2022 (collectively, the “Initial Exchange”; and the Relevant Old Notes exchanged in the Initial Exchange, the “Initial Exchange Notes”).” c) Section 6(d) is amended and restated as follows: “[Reserved]” d) Schedule I is hereby amended and restated in the form set forth on Schedule I to this Amendment. e) The second bullet point on Schedule II is hereby amended and restated as set forth on Schedule II to this Amendment.
Sample 1
Amendments to the Exchange Agreement. (a) The Company and Treasury acknowledge and agree that Sections 4.5(b)(i) and (ii) of the Exchange Agreement are hereby deleted and replaced in their entirety as follows: (i) At any time and from time to time following the Public Exchange Offer Closing Date, the Investor shall have the right to exchange TruPS Exchange Securities for a number of trust preferred securities (“Registrable TruPS Exchange Securities”) having an aggregate liquidation amount no less than the aggregate liquidation amount of the TruPS Exchange Securities to be exchanged and having terms and conditions and pursuant to such documentation as agreed between the Company and the Investor at the time of such exchange. Each date on which TruPS Exchange Securities are exchanged for Registrable TruPS Exchange Securities is an “Exchange Settlement Date”. For the avoidance of doubt, if the Registrable TruPS Exchange Securities are issued from time to time in more than one series, none of the Registrable TruPS Exchange Securities issued in any one series will be fungible with those issued in any other series, even if the terms of some of the Registrable TruPS Exchange Securities are substantially identical; and (ii) On any Exchange Settlement Date, the Company shall also issue (i) debentures (“Registrable Subordinated Debentures”) in an aggregate principal amount at least equal to the aggregate principal amount of the Subordinated Debentures underlying the TruPS Exchange Securities to be exchanged and having terms and conditions and pursuant to such documentation as agreed between the Company and the Investor at the time of such exchange, and (ii) a guarantee relating to the Registrable TruPS Exchange Securities (a “Registrable Guarantee”), which guarantee shall have terms substantially identical to the terms and conditions of the Guarantee relating to the TruPS Exchange Securities to be exchanged. For the avoidance of doubt, if Registrable Subordinated Debentures and Registrable Guarantees are issued from time to time in connection with more than one series of Registrable TruPS Exchange Securities, none of the Registrable Subordinated Debentures or the Registrable Guarantees issued in connection with any one series will be fungible with those issued in connection with any other series, even if the terms of some of the Registrable Subordinated Debentures and Registrable Guarantees are substantially identical. (b) The Company and Treasury acknowledge and agree that the following text is hereby a...
Sample 1
Amendments to the Exchange Agreement. (a) The reference to “58%” in clause (ii) of Paragraph B of the Preamble is hereby replaced with “61%”. (b) The reference to “$10,000,000” in Paragraph D of the Preamble is hereby replaced with “$15,000,000”. (c) Section 1(c) is hereby amended and restated in its entirety as follows: Second Closing Date. The date and time of the closing of the Second Exchange (the “Second Closing” and together with the First Closing, each a “Closing”) shall be 5:00 p.m., New York Time, on June 4, 2009 (the “Second Closing Date” and together with the First Closing Date, each a “Closing Date”), subject to notification of satisfaction (or waiver) of the conditions to the Second Closing set forth in Sections 4(b) and 5(b) below (or such earlier or later date and time as is mutually agreed to by the Company and the Investor). The Second Closing shall occur on the Second Closing Date by exchange of appropriate documents among the parties. (d) Section 2(m)(iii) is hereby amended and restated in its entirety as follows: On the sixteenth (16th) Trading Day immediately following the Second Closing Date (the “Second Initial True Up Date”), the Company shall deliver to the Investor, provided the formula set forth below yields a number greater than zero, by causing DTC to credit the applicable shares of Common Stock to the account of the Investor Broker through the facilities of DTC, an additional number of shares of Common Stock (the “Second Initial True Up Common Shares”) equal to (A) the quotient calculated by dividing (1) 61% of the Second Initial Exchanged Note Amount by (2) the arithmetic average of the Weighted Average Prices (as defined in the Notes) of the Common Stock on each of the fifteen (15) consecutive Trading Days beginning on, and including, the Trading Day immediately following the Second Closing Date, less (B) the number of Second Initial Exchanged Common Shares previously delivered to the Investor. (e) Section 2(m)(iv) is hereby amended and restated in its entirety as follows:
Sample 1
AutoNDA by SimpleDocs
Amendments to the Exchange Agreement. Section 1.1 (a) of the Exchange Agreement shall be amended to change the Exchange Price to $2.34 per share ($0.04 above the closing price on NASDAQ as of the day before this agreement was approved by the independent members of the Board of Directors of the Company), provided the Company shall first receive an opinion that such new price represents fair value as provided in Section 6.1. The primary offering will provide for the debenture holders to convert interest due into common shares at the public offering price, which has been determined to be $1.05. b. The maturity date of the Revolving Secured Promissory Note shall be extended to July 8, 2017. c. The condition of raising $10 million in net proceeds required for the conversion in Section 6.4 of the Exchange Agreement is hereby deleted, and SIC IV will not be required to convert the Revolving Secured Promissory Note.
Sample 1
Amendments to the Exchange Agreement 
Sample 1

Related to Amendments to the Exchange Agreement

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

  • Amendments to the Agreement Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of the Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Portfolio affected by the amendment or all the Portfolios of the Trust.

  • Amendments to the Trust Agreement (a) The Sponsor may, without the approval of the Limited Shareholders, amend or supplement this Trust Agreement; provided, however, that the Limited Shareholders shall have the right to vote on any amendment (i) if expressly required under Delaware or federal law or regulations or rules of any exchange, (ii) submitted to them by the Sponsor in its sole discretion, or (iii) if it would impair the right of a Limited Shareholders to surrender baskets of Shares and receive the amount of Trust property represented. The Sponsor shall provide notice of any amendment to the Limited Shareholders setting forth the substance of the amendment and its effective date. (b) Upon amendment of this Trust Agreement, the Certificate of Trust shall also be amended, if required by the Delaware Trust Statute, to reflect such change. (c) No amendment shall be made to this Trust Agreement without the consent of the Trustee if it reasonably believes that such amendment adversely affects any of the rights, duties or liabilities of the Trustee. At the expense of the Sponsor, the Trustee shall execute and file any amendment to the Certificate of Trust if so directed by the Sponsor or if such amendment is required in the opinion of the Trustee. (d) The Trustee shall be under no obligation to execute any amendment to the Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Sponsor, in form and substance reasonably satisfactory to the Trustee (i) directing the Trustee to execute such amendment, (ii) representing and warranting to the Trustee that such execution is authorized and permitted by the terms of the Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of the Trust Agreement in favor of the Trustee; provided that the Trustee shall in no circumstance be obligated to execute any agreement to which the Trust is a party if the Sponsor may execute such Agreement on behalf of the Trust. (e) No provision of this Trust Agreement may be amended, waived or otherwise modified orally but only by a written instrument adopted in accordance with this Section.

  • 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 the Loan Agreement The Loan Agreement is hereby amended as follows:

  • Amendments to the Existing Credit Agreement Upon, and subject to, the satisfaction or waiver in accordance with Section 9.02 of the Existing Credit Agreement of the conditions precedent set forth in Section 2 below, the Existing Credit Agreement is hereby amended as follows: (a) The following new definition is included in Section 1.01 of the Existing Credit Agreement in the proper alphabetical order as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!