FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. This First Amendment to Asset Purchase Agreement (this “Amendment”) is made as of July 15, 2009, between Neuromed Pharmaceuticals Ltd., a British Columbia corporation (“Seller”), and Mallinckrodt Inc., a Delaware corporation and an indirect subsidiary of Covidien plc (“Purchaser”). Purchaser and Seller may each be referred to herein as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Amendment, each capitalized term used herein shall have the meaning ascribed to it in the Agreement.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. (m) If the Purchasers and the Companies are unable to resolve any dispute regarding a Preliminary Earnout Calculation Schedule within twenty (20) days (or such longer period as the Purchasers and the Companies shall agree in writing) of notice of a dispute, the Parties shall engage the Arbitrator to resolve all issues having a bearing on such dispute and such resolution shall be final and binding on the Parties. The Parties shall cooperate in good faith to assist the Arbitrator in connection with its work and to provide any information reasonably requested by the Arbitrator in connection therewith as promptly as possible. The Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days of its engagement. The expenses of the Arbitrator shall be shared equally by the Companies and the Member, on the one hand, and the Purchasers, on the other hand. The calculation of an Earnout Payment as finally determined pursuant to this Section 2.4 is referred to herein as the “Final Earnout Calculation Schedule.”
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. This First Amendment to Asset Purchase Agreement (“First Amendment”) is dated as of September 28, 2011, by and among SCHAWK USA INC., a Delaware corporation (“Buyer” or “Schawk”); LAGA, INC. (d/b/a Brandimage Desgrippes & LAGA and herein “Brandimage” or “Seller Representative”), a Delaware corporation; XXXXXX ASSOCIATES, INC., an Ohio corporation (“LAI” and together with Brandimage, individually a “Seller” and collectively “Sellers”); Brandimage-Desgrippes & LAGA, a French company (“LAGA Paris”), Brandimage Belgique Holdings S.A. f/k/a Desgrippes Gobe Bruxelles S.A., a Belgian company (“LAGA Brussels”), Desgrippes Gobe Group (HK) Ltd., a Hong Kong company (“LAGA Hong Kong”), Desgrippes (Shanghai) Brand Consulting Co, Ltd., a PRC company (“LAGA Shanghai”) and Desgrippes Gobe Group (Yuhan Hoesa), a Korean company (“LAGA Seoul” and together with LAGA Paris, LAGA Brussels, LAGA Hong Kong and LAGA Shanghai, individually a “Foreign Subsidiary” and collectively “Foreign Subsidiaries”); Design Partners, LLC, a Nevada limited liability company (“Design Partners”), Xxxx Xxxxxxx, a resident xx Xxxxxxx, Xxxxxx (“Xxxxxxx”); and Xxxx Xxxxxxxx, a resident of Illinois (“Xxxxxxxx”) (Xxxxxxx and Xxxxxxxx are referred to herein individually as a “Principal” and collectively as “Principals”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. This First Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into as of November 18, 2005, by and among VERISIGN, INC., a Delaware corporation (“Seller”), EBAY INC., a Delaware corporation (“Parent”), PAYPAL, INC., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Parent, and PAYPAL INTERNATIONAL LIMITED, a company incorporated in the Republic of Ireland and a wholly owned subsidiary of Purchaser (“International” and together with Purchaser, “Purchasers”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. This First Amendment to Asset Purchase Agreement is made and entered into as of October 10, 2006, among KADANT COMPOSITES LLC, a Delaware limited liability company (“Seller”), KADANT INC., a Delaware corporation (“Kadant”), LDI COMPOSITES CO., a Minnesota corporation (“Buyer”), and LIBERTY DIVERSIFIED INDUSTRIES, INC., a Minnesota corporation, and parent corporation of Buyer (“Buyer Parent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement (defined below).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. Notwithstanding any registration of the GENH Common Stock, the Holders shall not have the right to Transfer the GENH Common Stock until after the expiration of the Restricted Period; provided, however, that the Holders shall be permitted to Transfer (i) 50% of the GENH Common Stock any time within the first six (6) months of the Restricted Period if the Company has received at least $10 million from the sale of GENH Common Stock during such six (6) month period, and (ii) an additional 25% of the GENH Common Stock if the conditions in (i) have been satisfied and the 10-day volume-weighted average price (VWAP) of the GENH Common Stock has been $1.00 or higher.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT. EXECUTED to be effective as of the date first above written. SELLER: HALCYON THRUPUT, LLC, a Texas limited liability company By: /s/ Watt X. Xxxxxxxx Name: Title: OZ CAPITAL: OZ CAPITAL, LLC, a Texas limited liability company By: /s/ Watt X. Xxxxxxxx Name: Title: PARENT: OZC AGRICULTURE KY, LP, a Texas limited partnership By: OZC Kentucky GP, LLC, its general partner By: /s/ Watt X. Xxxxxxxx Name: Title: OWNERS: /s/ Xxxx Xxxxxx XXXX XXXXXX, a resident of the State of Texas /s/ Watt X. Xxxxxxxx WATT XXXXXXXX, a resident of the State of Texas BUYER: GENH HALCYON ACQUISITION, LLC, a Texas limited liability company By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Managing Member GENH: GENERATION HEMP, INC., a Colorado corporation By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Chairman and CEO
