Section 8 of the Original Agreement Sample Clauses

Section 8 of the Original Agreement. (a) The introductory clause to Section 8 of the Original Agreement is hereby amended and restated to read in its entirety as follows: "The Company covenants and agrees with the Purchaser that, for so long as the Purchaser owns beneficially not less than fifteen percent (15%) of the Common Stock of the Company issued and outstanding on a fully diluted basis (assuming the exercise, exchange or other conversion of all securities exercisable, exchangeable or otherwise convertible into Common Stock), without the consent of (x) the Purchaser, which shall not be unreasonably withheld or (y) in the case of Sections 8.5 and 8.7 below, all directors nominated by the Purchaser pursuant to Section 7.9 above and, in fact, elected to the Board of Directors of the Company (such elected directors, if any, the "TJS Directors"), it being understood that, if no such directors are elected, the consent of the Purchaser shall be required in respect of such Sections 8.5 and 8.7 as aforesaid." (b) Section 8.1 of the Original Agreement is hereby amended by deleting the words "unless such transaction is approved by 2/3 of the minority stockholders of the Company (excluding shares held directly or indirectly by Purchaser and the officers and directors of the Company)." (c) Section 8.5 of the Original Agreement is hereby amended and restated to read in its entirety as follows:
Sample 1
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Related to Section 8 of the Original Agreement

  • of the Original Agreement Section 2.07 of the Original Agreement is hereby amended and replaced to read as follows:

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

  • Additional Agreement For the avoidance of doubt, this Section 9 shall be in addition to and shall not supersede (or be superseded by) any other agreements related to the subject matter of this Section 9 contained in any confidentiality agreement, noncompetition agreement or any other agreement between the Grantee and the Company.

  • Certain Additional Agreements (a) The Company may require each Selling Holder to furnish to the Company in writing such information required in connection with such registration regarding such Selling Holder and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Selling Holder who fails to furnish such information within a reasonable time after receiving such request. (b) Each Selling Holder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof, or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus; provided, however, that (i) in no event shall such discontinuance exceed the time period set forth in Section 2.1(e) hereof, and (ii) the Company shall extend the time periods under Section 2.1 and Section 2.2 with respect to the length of time that the effectiveness of a Registration Statement must be maintained by the amount of time the Holder is required to discontinue disposition of such securities. (c) Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sale of Registrable Securities pursuant to the Registration Statement.

  • Terms Defined in the Original Agreement Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment.

  • Original Agreement Except as expressly amended above, all other terms and conditions of the original Agreement are still in full force and effect. Agency certifies that the representations, warranties and certifications in the original Agreement are true and correct as of the effective date of this Amendment and with the same effect as though made at the time of this Amendment.

  • 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:

  • Complete and Final Agreement This Guaranty and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between the parties. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Guaranty and the other Loan Documents. Guarantor acknowledges that Guarantor has received a copy of the Note and all other Loan Documents. Neither this Guaranty nor any of its provisions may be waived, modified, amended, discharged, or terminated except by a writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that writing.

  • Final Agreement of the Parties THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

  • Entire Agreement; Amendment of this Agreement This Agreement constitutes the entire agreement between the parties with respect to the Funds. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

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