Amendments to the Securities Purchase Agreement. (a) Paragraph E of the Recitals of the Securities Purchase Agreement is hereby deleted in its entirety and replace with the following:
Amendments to the Securities Purchase Agreement. As partial consideration for the Holder’s forbearance, effective upon the Effective Date, the Company and the Holder hereby agree that Section 4.4(b) of the Securities Purchase Agreement is deleted in its entirety.
Amendments to the Securities Purchase Agreement. Upon the Effective Time, the Investor, (who together with Other Investors constitute the Required Holders), and the Company hereby amend the Securities Purchase Agreement pursuant to Section 9(e) thereof as follows:
a) The Parties agree and acknowledge that no further Adjustment Shares shall be required to be issued under the Securities Purchase Agreement and no cash amounts shall be required to be paid in respect of any Adjustment Shares or failure to issue any such Adjustment Shares. In furtherance of the foregoing, the Parties agree and acknowledge that there shall be no “Second Adjustment Date,” “Second Adjustment Price,” “Second Adjustment Share Amount,” “Third Adjustment Date,” “Third Adjustment Price,” and “Third Adjustment Share Amount.” Accordingly, the Securities Purchase Agreement is hereby amended, from and after the date hereof, such that Section 1(b) and Section 1(c) of the Securities Purchase Agreement are hereby deleted in their entirety.
b) Section 4(o)(ii) of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with “[Intentionally Omitted]”.
c) The first sentence of Section 4(o)(iii) of the Securities Purchase Agreement is hereby amended in its entirety so that it reads: “From and after the date hereof until the eighteen (18) month anniversary of the Closing Date, the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(o)(iii).” The term “Subsequent Placement” shall have the same meaning as set forth in the Securities Purchase Agreement immediately prior to the Effective Time.
Amendments to the Securities Purchase Agreement. 1.1 Amendments to Section 3 of the Securities Purchase Agreement. Section 3(p) of the Securities Purchase Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Securities Purchase Agreement. As of the Effective Date:
(a) Section 4.13 of the Securities Purchase Agreement is hereby amended by deleting subsection (a) in its entirety and replacing with the following:
(a) Reserved.” ; and
(b) Section 4.22 of the Securities Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to the Securities Purchase Agreement. Upon the effectiveness of this Amendment, the parties agree to amend the Securities Purchase Agreement as follows:
(a) SECTION 6.1 of the Securities Purchase Agreement is hereby amended by inserting the following definition in the proper alphanumerical order:
Amendments to the Securities Purchase Agreement. Pursuant to Section 5.4, the parties hereto agree to the following amendments:
(a) The first paragraph of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with "THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of December 10, 1998, among Geron Corporation, a Delaware corporation (the "Company"), Browx Xxxpxxx Xxxategic Growth Fund, Ltd., a Cayman Islands exempt company ("Browx Xxxpxxx Xxxited"), Browx Xxxpxxx Xxxategic Growth Fund, L.P., a New York limited partnership ("Browx Xxxpxxx XX"), Browx Xxxpxxx-XXX Xxxestments LLC, a New York limited liability company ("Browx Xxxpxxx-XXX"), LB I Group Inc., a Delaware corporation ("LB Group") and RGC International Investors, LDC, a Cayman Islands limited duration company ("RGC"). Browx Xxxpxxx Xxxited, Browx Xxxpxxx XX, Xxowx Xxxpxxx-XXX, XX Xxxup and RGC are each referred to herein as a "Purchaser" and are collectively referred to herein as the "Purchasers."
(b) As of the date hereof, Schedule I to the Securities Purchase Agreement is hereby updated in its entirety with Schedule I attached hereto.
(c) As of the date hereof, Schedule II to the Securities Purchase Agreement is hereby updated in its entirety with Schedule II attached hereto.
(d) As of the date hereof, the Schedules to the Securities Purchase Agreement referenced throughout its Section 2.1 are hereby updated in their entirety with the Amended and Restated Schedules attached hereto.
Amendments to the Securities Purchase Agreement. The Securities Purchase Agreement is amended such that Section 4.3 of the Securities Purchase Agreement is hereby deleted in its entirety. Additionally, the term “Requisite Holders”, as defined in Section 1.3(a) of the Securities Purchase Agreement shall be redefined to mean “80% of the then outstanding Preferred Stock and Warrants held by all holders of Preferred Stock, with any shares of Preferred Stock issuable upon exercise of any Warrants to be included in the Requisite Holders calculation, even if such Warrant has not been exercised at the time of the calculation.”
Amendments to the Securities Purchase Agreement. The parties hereby agree that, effective upon the Closing (as that term is defined in the Merger Agreement) of the Merger, the Securities Purchase Agreement is amended as follows:
a. ARTICLE I of the Securities Purchase Agreement is hereby amended by adding a new SECTION 1.8 as follows:
Amendments to the Securities Purchase Agreement. (a) Capitalized terms used in this Section 1 and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Securities Purchase Agreement.
(b) Section 4(c) of the Securities Purchase Agreement is hereby amended and restated to read in its entirety as follows:
