Amendments to the Securities Purchase Agreement Sample Clauses

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. Effective upon the execution and delivery of this Amendment by the Company and the Majority Investors, the Securities Purchase Agreement is hereby amended as follows: (a) The following legend shall be affixed to the top of the first page of the Securities Purchase Agreement: This agreement and the rights and obligations evidenced hereby are subordinated in the manner and to the extent set forth in that certain Subordination Agreement, dated as of May 18, 2009, by and among Anesiva, Inc., a Delaware corporation (the “Company”), AlgoRx Pharmaceuticals, Inc., a Delaware corporation (the “Guarantor”), Arcion Therapeutics, Inc. (the “Senior Lender”) and the Investors (the “Subordination Agreement”), to the indebtedness (including interest) owed by the Company and the Guarantor pursuant to that certain Note Purchase Agreement, dated as of May 18, 2009, by and among the Company, the Guarantor and the Senior Lender (the “Senior Note Purchase Agreement”) as such Senior Note Purchase Agreement has been and hereafter may be amended, supplemented or otherwise modified from time to time; and each holder of the securities issued hereunder, by its acceptance hereof or thereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement. (b) The first sentence of Section 8.2 of the Securities Purchase Agreement is hereby amended and restated in its entirety as follows: In the event of a Change of Control of the Company, to the extent permitted by the Subordination Agreement, the Company agrees to pay to the Investors an amount equal to seven (7) times the sum of the outstanding principal amount of the Securities, plus all accrued but unpaid returns thereon; provided, however, that in connection with a Change of Control pursuant to the Agreement and Plan of Merger, dated as of August 4, 2009, by and between the Company, Arca Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Arcion Therapeutics, Inc. (“Arcion”) and each of the stockholders of Arcion providing for the merger of Merger Sub with and into Arcion, to the extent permitted by the Subordination Agreement, the Company agrees to redeem all of the outstanding Securities at a redemption price in cash equal to only 100% of the aggregate principal amount of the Securities being redeemed, plus all accrued but unpaid returns thereon through the date of redemption.

Amendments to the Securities Purchase Agreement. Effective on the Effective Date, the Company hereby agrees to amend the Securities Purchase Agreement as follows: (a) Section 4 of the Securities Purchase is hereby amended by adding the following as new Section 4.17:

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. (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:

Amendments to the Securities Purchase Agreement. 1.1 Section 9.01 is amended by deleting the word “and” at the end of Section 9.01(j), deleting the “.” at the end of Section 9.01(k) and replacing it with “; and” and inserting the following immediately thereafter: (1) Indebtedness incurred pursuant to the Rotten Tomatoes Merger Agreement; provided, that the aggregate amount of such Indebtedness does not exceed $6,500,000 plus up to $100,000 of working capital adjustments made pursuant to Section 1.11 of the Rotten Tomatoes Merger Agreement.” 1.2 Section 9.05 is amended and restated in its entirety as follows:

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. 1.1. Section 9.17(a) is amended and restated in its entirety as follows: “Minimum EBITDA to Consolidated Interest Expense. Until such time as there are no Notes or shares of Series B Preferred Stock outstanding, the Company will not permit the ratio of (a) its Consolidated EBITDA for the Test Period ending on each date listed below to (b) its Consolidated Interest Expense for the Test Period ending on each date listed below to be less than the ratio set forth below: June 30, 2005 1.50:1.00 September 30, 2005 1.50:1.00 December 31, 2005 1.75:1.00 March 31, 2006 1.75:1.00 June 30, 2006 1.75:1.00 September 30, 2006 1.85:1.00 December 31, 2006 2.00:1.00 March 31, 2007 2.25:1.00 June 30, 2007 2.25:1.00 September 30, 2007 2.25:1.00 December 31, 2007 2.25:1.00 March 31, 2008 2.25:1.00 June 30, 2008 2.25:1.00 September 30, 2008 2.25:1.00 December 31, 2008 2.25:1.00 March 31, 2009 and the last day of any fiscal quarter thereafter 2.25:1.00 1.2. Section 9.17(c) is amended and restated in its entirety as follows:

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: