Further Amendments to Amended Purchase Agreement Sample Clauses

Further Amendments to Amended Purchase Agreement. (a) Section 1.02 is hereby amended in its entirety to read as follows: “The Company has authorized the issuance and sale to Xxxxxx or an affiliate of Xxxxxx’x, the Company’s Junior Secured Convertible Promissory Notes, due March 1, 2011 (the “Junior Note Maturity Date”), in the original aggregate principal amount of up to $7,000,000. The Company shall issue to Trust A-4, dated as of March 8, 2006, a Junior Secured Convertible Promissory Note, in the original principal amount of $3,000,000 (the “Original Junior Note”), due on the Junior Note Maturity Date. The Original Junior Note will be substantially in the form set forth in Exhibit F hereto. The Company shall issue to Trust A-4, a subsequent Junior Secured Convertible Promissory Note, dated as of the date of the First Amendment, a Junior Secured Convertible Promissory Note, in the original principal amount of $1,000,000 (the “Second Junior Note”), due on the Junior Note Maturity Date. The Second Junior Note will be substantially in the form set forth in Exhibit G hereto. The Company shall issue to Trust A-4, a subsequent Junior Secured Convertible Promissory Note, dated as of the date of the Second Amendment, a Junior Secured Convertible Promissory Note, in the original principal amount of $3,000,000 (the “Third Junior Note”), due on the Junior Note Maturity Date. The Third Junior Note will be substantially in the form set forth in Exhibit H hereto. The Original Junior Note, the Second Junior Note and the Third Junior Note shall each be referred to herein as a “Junior Note” and, collectively with the Senior Notes, referred to as the “Notes,” which term will also include any notes delivered in exchange or replacement therefor. All references to a Junior Note in the Note Documents shall be deemed to be references to the respective Original Junior Note, the Second Junior Note and the Third Junior Note. (b) The second sentence of Section 1.03 is hereby amended in its entirety to read as follows: “The consideration to be paid for the Notes will consist of $13,700,000 cash.” (c) The column in Schedule I which states the Principal Amount of Junior Notes to be Purchased is hereby amended to state “$7,000,000” instead of “$4,000,000.”
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Further Amendments to Amended Purchase Agreement. (a) Section 1.01 is hereby amended in its entirety to read as follows: “The Company has authorized the issuance and sale to the Purchasers, in the respective amounts set forth in the Schedule of Purchasers attached hereto in Schedule I, of the Company’s Senior Secured Promissory Notes, due March 1, 2011 (the “Senior Note Maturity Date”), in the original aggregate principal amount of up to $6,700,000. The Senior Notes will be substantially in the form set forth in Exhibit A hereto and are herein referred to individually as a “Senior Note” and collectively as the “Senior Notes,” which terms will also include any notes delivered in exchange or replacement therefor.” (b) Section 1.05 is hereby amended in its entirety to read as follows: “The Senior Notes will accrue interest at the rate of 8% per annum if paid in cash or 11% per annum if paid in kind. The Company in its sole discretion may elect to pay in cash or in kind until March 31, 2010, after which interest will be paid in cash. Interest will be due and payable quarterly in arrears on the last day of each fiscal quarter (each, a “Senior Note Interest Payment Date”), with the first interest payment due June 30, 2006. If the Company chooses to make interest payments in kind, the amount of accrued interest to be so paid will be added to the principal amount of the Senior Notes on the applicable Senior Note Interest Payment Date. Principal will be amortized over four years and payable in equal monthly installments on the last day of each month beginning on March 31, 2010. The Senior Notes and all accrued but unpaid interest thereon shall be due and payable in full at the Senior Note Maturity Date unless earlier redeemed pursuant to the terms and conditions set forth in Section 1.06 herein.” (c) Section 1.08 is hereby amended in its entirety to read as follows: “The Junior Notes will accrue interest at the rate of ten percent (10%) per annum, compounding quarterly. The said interest shall become due quarterly in arrears and shall be payable on the last day of each fiscal quarter (each, an “Interest Payment Date”) in respect of the immediately preceding completed fiscal quarter. The first Interest Payment Date will be June 30, 2006. At the Company’s sole option, all interest payments due and payable through June 30, 2010 may be paid in kind at the rate of fourteen percent (14%) per annum, compounding quarterly, in which case the accrued interest will be added to the principal amount of the applicable Junior No...
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Related to Further Amendments to Amended Purchase Agreement

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

  • 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 Loan Agreement The Loan Agreement is hereby amended as follows:

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification. (b) The Trustee shall consent to any amendment or supplement to a Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which consent and amendment shall not require the consent of any Certificateholder if it is (i) for the purpose of curing any mistake or ambiguity or to further effect or protect the rights of the Certificateholders or (ii) for any other purpose, provided such amendment or supplement for such other purpose cannot reasonably be expected to adversely affect Certificateholders. The lack of reasonable expectation of an adverse effect on Certificateholders may be established through the delivery to the Trustee of (i) an Opinion of Counsel to such effect or (ii) written notification from each Rating Agency to the effect that such amendment or supplement will not result in reduction of the current rating assigned by that Rating Agency to the Certificates. Notwithstanding the two immediately preceding sentences, the Trustee may, in its discretion, decline to enter into or consent to any such supplement or amendment if its own rights, duties or immunities shall be adversely affected. (i) Notwithstanding anything to the contrary in this Section 3.07, the Master Servicer from time to time may, without the consent of any Certificateholder or the Trustee, enter into an amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating or reducing Month End Interest and (ii) providing for the remittance of Full Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer not later than the 24th day of each month (or if such day is not a Business Day, on the previous Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing the applicable Remittance Date to the 18th day of each month (or if such day is not a Business Day, on the previous Business Day). (ii) The Master Servicer may direct WFHM to enter into an amendment to the WFHM Servicing Agreement for the purposes described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Amendments to Original Agreement The Original Agreement is hereby amended as follows: (a) Article 1 is hereby amended to add the following definitions are added in the correct alphabetical location:

  • Amendments to Rights Agreement The Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following new sentence at the end of such definition: “Notwithstanding anything in this Agreement to the contrary, none of Xxxxxxx Corporation, Smile Acquisition Corp. or any Affiliate or Associate of either shall be deemed to be an Acquiring Person or a Beneficial Owner of Common Stock, either individually or collectively, solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (b) The definition of “Stock Acquisition Date” in Section 1(dd) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (c) The definition of “Triggering Event” in Section 1(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Triggering Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (d) The following definitions are added to Section 1 of the Rights Agreement: “(jj) ‘Merger’ shall mean the merger of Smile Acquisition Corp. with and into the Company, in accordance with the terms and conditions of the Merger Agreement. (kk) ‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 12, 2006 by and among Xxxxxxx Corporation, Smile Acquisition Corp. and the Company, as amended from time to time. (ll) ‘Offer’ shall mean the tender offer by Smile Acquisition Corp. commenced pursuant to the Merger Agreement.” (e) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely as the result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (f) Section 7(a) of the Rights Agreement is modified, amended and restated in its entirety as follows: “Subject to Section 7(e) hereof, at any time after the Distribution Date, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share (or other securities, cash or other asserts, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the time immediately prior to the Effective Time (as such term is defined in the Merger Agreement), (ii) 5:00 P.M., New York City time, on December 11, 2010, or such later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the Board (the ‘Final Expiration Date’), or (iii) the time at which the Rights are redeemed or exchanged as provided in Section 23 or Section 24 hereof (the earliest of (i), (ii) and (iii) being herein referred to as the ‘Expiration Date’).” (g) Section 11(a)(ii) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 11(a)(ii) Event shall not be deemed to have occurred solely as a result of (A) the approval, execution, delivery, announcement or performance of the Merger Agreement; (B) the commencement or consummation of the Offer; or (C) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (h) Section 13(a) of the Rights Agreement is amended to add the following at the end thereof immediately prior to the period: “; provided, however, that, notwithstanding anything in this Agreement to the contrary, a Section 13 Event shall not be deemed to have occurred solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (i) Section 25 of the Rights Agreement is amended to add the following new section at the end thereof: (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give any notice hereunder to any holder of a Rights Certificate solely as a result of (i) the approval, execution, delivery, announcement or performance of the Merger Agreement; (ii) the commencement or consummation of the Offer; or (iii) the consummation of the Merger or any of the other transactions contemplated in the Merger Agreement.” (j) A new Section 35 with the heading “Termination at the Effective Time” is hereby added to the Rights Agreement reading in its entirety as follows: (a) This Agreement and the Rights established hereby will terminate in all respects immediately prior to the Effective Time (as such term is defined in the Merger Agreement). The Company hereby agrees to promptly notify the Rights Agent, in writing, upon the occurrence of the Effective Time, which notice shall specify (i) that the Effective Time has occurred, and (ii) the date upon which this Agreement and the Rights established hereby were terminated. (b) The Rights Agent shall not be subject to, nor be required to comply with, or determine if any event has occurred under (including, but not limited to, the commencement or consummation of the Offer, the occurrence of the Merger or the Effective Time), or any Person has complied with, the Merger Agreement or any agreements and documents related to or referred to in the Merger Agreement or any other agreement between or among the parties thereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement.”

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