Amendments to the Transaction Agreement Sample Clauses

Amendments to the Transaction Agreement. If, at any time after the date hereof, the Transaction Agreement is amended, without the prior written consent of Shareholder, (i) to reduce the Per Share Merger Consideration in any manner (excluding, for the avoidance of doubt, any adjustment of the Per Share Merger Consideration in accordance with the terms of the Transaction Agreement), or (ii) in a manner that is materially adverse to the Company or its shareholders, then the obligations of Shareholder under Sections 1.1 and 1.2 shall be null and void.
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Amendments to the Transaction Agreement. (a) Clause 1.1 of the Transaction Agreement is hereby amended and supplemented by restating the following definitions:
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Amendments to the Transaction Agreement. (a) Section 1.07(a) of the Transaction Agreement is hereby amended and restated in its entirety: (a) if the Adjustment Amount is positive, then Buyer shall cause the Subsidiary Buyer to pay to the Irish Seller and the ROW Acquired Company to pay to the ROW Seller, as applicable (with the allocation between the Irish Seller and the ROW Seller in accordance with Section 1.03 being designated in writing by Seller Parent within three (3) Business Days after the Binding Closing Statement Date, or, if the Binding Closing Statement Date occurs prior to March 3, 2023, on or prior to March 3, 2023), by wire transfer of immediately available funds to account(s) designated in writing by Seller Parent within three (3) Business Days after the Binding Closing Statement Date, or, if the Binding Closing Statement Date occurs prior to March 3, 2023, on or prior to March 3, 2023, an amount equal to such Adjustment Amount;” (b) Section 1.07(b) of the Transaction Agreement is hereby amended and restated in its entirety: “(b) if the Adjustment Amount is negative, then Seller Parent shall cause the ROW Seller to pay to the ROW Acquired Company and the Irish Seller to pay to the Subsidiary Buyer, as applicable (with the allocation between the Irish Seller and the ROW Seller in accordance with Section 1.03 being designated in writing by Seller Parent within three (3) Business Days after the Binding Closing Statement Date, or, if the Binding Closing Statement Date occurs prior to March 3, 2023, on or prior to March 3, 2023), by wire transfer of immediately available funds to an account designated in writing by Buyer within three (3) Business Days after the Binding Closing Statement Date, or, if the Binding Closing Statement Date occurs prior to March 3, 2023, on or prior to March 3, 2023, an amount equal to the absolute value of such Adjustment Amount; and” (c) Section 1.09(b) of the Transaction Agreement is hereby amended by replacing the words “for a period of the later of (i) two (2) years after the Closing Date and (ii) the termination or expiration of all Transition Services” with the words “for a period until the termination or expiration of all Transition Services”. (d) Section 9.02 of the Transaction Agreement is hereby amended by amending and restating the following definitions:
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Amendments to the Transaction Agreement. 1.1. Clause 1.1 of the Transaction Agreement is hereby amended by inserting the following immediately after the definition of Exchange Act: ““Excluded Shares”, the 815 Fleetmatics Ordinary Shares held by Exchange Indemnity Company, an indirect wholly-owned subsidiary of Verizon;” 1.2. Clause 1.1 of the Transaction Agreement is hereby amended by inserting the following immediately after the definition of Scheme Recommendation: ““Scheme Shares”, each Fleetmatics Ordinary Share in issue immediately prior to Completion, other than the Excluded Shares;” 1.3. Clause 8.1(c)(i) of the Transaction Agreement is hereby deleted in its entirety and replaced with the following: (i) In respect of each Scheme Share, Bidco shall cause to be paid the Cash Consideration to the applicable Fleetmatics Shareholder (and/or their nominees) in accordance with the terms and conditions of the Scheme and as contemplated in Clause 8.1(d) below.” 1.4. The reference to the “first (1st) Business Day after the Completion Date” in Clause 8.1(d)(ii) of the Transaction Agreement is hereby deleted and replaced with a reference to the “third (3rd) Business Day after the Completion Date.” 1.5. Schedule 7.8A and Schedule 7.8B of the Transaction Agreement are hereby amended as attached hereto.
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Amendments to the Transaction Agreement. FOR TRANSACTIONS OCCURRING ON NOVEMBER 29, 2002 AND CONSEQUENCES THEREOF. Notwithstanding anything to the contrary set forth in the Transaction Agreement, the Transaction Agreement is hereby amended in order to permit the following to occur: (a) The sale by or on behalf of the LTBM Trustees of all of the remaining 2,466,402 LTBM Released Shares at a price of Euro 7.80 per Share (less Euro 325,000 which is equal to one-half of the fee of CAL FP in the transaction) for total aggregate net proceeds of Euro 18,912,935.60. The proceeds of the sale shall be received by the LTBM Trustees (I) within three Business Days after November 29, 2002, and (II) for value no later than three Business Days after November 29, 2002. For clarity and avoidance of doubt, and notwithstanding anything to the contrary set forth in the Transaction Agreement, if the sales of the LTBM Released Shares described in this Section 1(a) are not completed on November 29, 2002, the term of the JHM Option shall not be extended until May 16, 2005 pursuant to Section 2.02(d) of the Transaction Agreement unless, inter alia, the Price Shortfall Protection Shares are deposited into escrow on or prior to December 6, 2002. (b) LTBM and the LTBM Trustees hereby authorize the deduction from the gross proceeds of such sale of Euro 325,000 and direct that such amount be paid to, or as directed by, JHM or the JHM Trustees in satisfaction of one-half of CAL FP's Euro 650,000 fee. JHM represents and warrants to LTBM and the LTBM Trustees that the fee of CAL FP is Euro 650,000. (c) [intentionally blank] (d) The LTBM Trustees shall set aside from the LTBM Option Shares, and shall pledge to deliver to or as directed by the JHM Trustees, 2,466,402 Class A Shares (the "Set Aside Shares") solely for the benefit of the JHM Trustees to cover any losses incurred by them, directly or indirectly, on the CAL FP equity swap arrangements(the "Equity Swap") with respect to 2,466,402 Shares. Immediately upon or after suffering any such losses, the JHM Trustees shall certify the amount of such losses to the LTBM Trustees and shall then be entitled to call for the delivery and transfer of that number of Set Aside Shares necessary to compensate for such loss. For purposes of compensating for such loss, Set Aside Shares shall be valued at the Required Proceeds (as defined below). Any Set Aside Shares not required to be delivered and transferred in connection with the compensation for such losses shall be released from the oblig...
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Amendments to the Transaction Agreement. 2.1 The Transaction Agreement is hereby amended as follows: (a) The definition of “Completion Deadline” in Schedule A to the Transaction Agreement is hereby deleted in its entirety and replaced with:
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Amendments to the Transaction Agreement. 2.1 The Transaction Agreement is hereby amended as follows: (a) The definition of “AgMedica Effective Time” in Schedule A to the Transaction Agreement shall be amended by deleting “12:02 a.m.” and replacing such time with “12:01 a.m.”. (b) The definition of “AgMedica “Nominees” in Schedule A to the Transaction Agreement” shall be amended by deleting Xxxxxx Xxxx and inserting “Xxxxx Xxx Xxx”. (c) The definition of “Atlas Nominees” In Schedule A to the Transaction Agreement shall be amended by deleting “Xxxxx Xxxxxxx” and inserting “Cale Alacer”.
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Amendments to the Transaction Agreement. The Transaction Agreement shall be amended as follows:
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Amendments to the Transaction Agreement. 3.1 The Transaction Agreement is hereby amended as follows: (a) The definition of “Cambrosia Purchased Entities” in Schedule A to the Transaction Agreement” shall be amended by deleting therefrom reference to “Hafoz Secure Xxxxxxx Ltd. and reference to “Cannabis Pharm Israel Ltd.”
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Related to Amendments to the Transaction Agreement

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

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

  • 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 the Original Agreement (a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

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

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