Amendments to the Stock Purchase Agreement. The Agreement is ------------------------------------------ hereby amended as follows:
(a) The words "one hundred twenty-six million three hundred thousand dollars ($126,300,000)" are hereby inserted in replacement for the words "one hundred thirty million three hundred thousand dollars ($130,300,000)" in Section 2.1.
(b) The number "$1,530,000" is hereby inserted in replacement for the number "$1,020,000" in Section 6.14(b).
(c) The following text is hereby added as Section 10.6: "
Amendments to the Stock Purchase Agreement. Section 1.01 Section 1.05 of the Stock Purchase Agreement is amended to read in its entirety as follows:
Amendments to the Stock Purchase Agreement. The Stock Purchase Agreement is hereby amended as follows:
1.1 Section 1.1 of the Stock Purchase Agreement is amended by adding the following sentence to the definition of "Final Balance Sheet": "For the purposes of this Agreement, the determination of the Final Balance Sheet shall not take into consideration the delivery of the Deposit to the Company, the Elan Subordinated Loan, or the PacifiCare Subordinated Loan."
Amendments to the Stock Purchase Agreement. Seller and Buyer hereby agree that, effective as of the date hereof, the Stock Purchase Agreement is hereby amended as follows:
Amendments to the Stock Purchase Agreement. (a) The second to last sentence of Section 1(c) of the Stock Purchase Agreement is hereby amended and restated in its entirety as follows: “Unless consented to in writing by the Investor, in no event shall the Closing occur later than February 16, 2024 (as same may be extended, the “Outside Closing Date”).”
(b) The first sentence of Section 6(e)(iv) is hereby amended and restated in its entirety as follows: “The Company shall set a deadline for written consents to be received from holders of Common Stock (the “Consent Deadline”) within thirty (30) days of the Mailing Date; provided, however, that such thirty (30) day deadline shall be automatically shortened to the extent that it would end on a date that is beyond the Outside Closing Date.”
(c) Section 9(a)(xvi) of the Stock Purchase Agreement is hereby deleted in its entirety.
(d) Section 9(b)(ix) of the Stock Purchase Agreement is hereby deleted in its entirety.
(e) The JV Operating Agreement attached as Exhibit B to the Stock Purchase Agreement is hereby replaced in its entirety with the JV Operating Agreement attached hereto as Exhibit A.
Amendments to the Stock Purchase Agreement of the Stock Purchase Agreement is hereby amended by adding the following as new Section 8.3:
Amendments to the Stock Purchase Agreement. (a) SECTION 1(E). The first sentence of Section 1(e) of the Stock Purchase Agreement is hereby amended in its entirety to read as follows:
(e) WARRANT OR NABORS SHARES. Nabors shall have the option to deliver to Oxy at the Closing, in lieu of the Warrant and as a part of the Consideration, a number of shares (rounded to the nearest whole share, with five-tenths of a share rounded upwards) of the Nabors Common Stock equal to the number obtained by dividing $4,000,000 by the Average Closing Price (the "Nabors Shares"). Such option may be exercised by Nabors by the delivery by Nabors to Oxy, not later than two Business Days prior to the Closing Date, of a notice to such effect specifying the number of the Nabors Shares to be so delivered. At the Closing, in the event that Nabors shall have exercised the Nabors Option, Nabors will issue the Nabors Shares to Oxy. At the Closing, unless Nabors shall have exercised the Nabors Option, Nabors will issue the Warrant, with the Warrant Exercise Price, the Warrant Expiration Date, and the Warrant Shares calculated or determined pursuant to the provisions of this Agreement duly inserted in the appropriate places thereon.".
Amendments to the Stock Purchase Agreement. The Stock Purchase Agreement is hereby amended as follows:
1.1 Section 2.2(a) of the Stock Purchase Agreement is amended by deleting the third sentence thereof and substituting the following sentence therefor: "In the event that the Deposit becomes refundable, Seller shall return the Deposit to the Company, together with interest which has accrued thereon at the Interest Rate from the date of the Deposit's receipt through the date of the Deposit's return."
1.2 Article 2 of the Stock Purchase Agreement is amended by adding the following new section 2.7:
Amendments to the Stock Purchase Agreement. Section 2.1 AMENDMENT TO ARTICLE 2. Article 2 of the Stock Purchase Agreement is hereby amended by adding new Sections 2.6 and 2.7 following Section 2.5 which shall read as follows:
Amendments to the Stock Purchase Agreement. Section 1.1. AMENDMENT TO SECTION 6 OF THE STOCK PURCHASE AGREEMENT.
(a) Section 6(a) of the Stock Purchase Agreement is hereby amended by adding the phrase "(subordinated to the Green Tree Debt pursuant to a subordination agreement acceptable to Green Tree and subordinated to Purchaser's obligation to the Seller hereunder pursuant to a subordination agreement acceptable to Seller)" after the words "after the Closing" in the eleventh line thereof.
(b) Section 6(b) of the Stock Purchase Agreement is hereby amended by adding the phrase ", but in no event later than February 29, 2000, subject to extension by agreement of Purchaser, Seller, the Official Committee of the Unsecured Creditors of Seller and the Required Lenders under the Loan and Security Agreement" after the words "Revolving Loan Maturity Date (as defined in EXHIBIT "D" hereof)" in the second line thereof.
