Subsection 1 Sample Clauses

Subsection 1. 01(a) of the Credit Agreement is hereby amended by adding a new paragraph (iv) thereto as follows:

Subsection 1. 3(A) of the Credit Agreement is hereby amended to read as follows:

Subsection 1. 2(i) of the Credit Agreement is hereby amended and restated as follows: (i) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of: (i) determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio or any other financial measure; (ii) testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets); or (iii) any other determination as to whether any such Limited Condition Transaction and any related transactions (including any financing thereof) complies with the covenants or agreements contained in this Agreement; in each case, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date (x) a definitive agreement for such Limited Condition Transaction is entered into, (y) in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (or any equivalent thereof under the laws, rules or regulations in any other applicable jurisdiction) applies, on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of a target of a Limited Condition Transaction is made (or the equivalent notice under such equivalent laws, rules or regulations in such other applicable jurisdiction) or (z) irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or Discharge of Indebtedness and Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters of the Parent Borrower ending prior to the LCT Test Date for which consolidated financial statements of the Parent Borrower are available, such Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied wi...

Subsection 1. 1. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of the term "Capital Expenditures" and substituting therefor the following:

Subsection 1. 5(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: (a) Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable LIBOR Margin per annum, based on the aggregate Revolving Credit Advances outstanding from time to time; and (ii) with respect to the Swing Line Loan, the Index Rate plus the Applicable Index Margin. The Applicable Margins are as follows: Applicable Index Margin 2.50% Applicable LIBOR Margin 4.00% Applicable L/C Margin 4.00% Applicable Unused Line Fee Margin 1.00% ; provided, that the Applicable Unused Line Fee Margin shall be reduced to 0.75% for each month during which the Unused Line as a percentage of the Maximum Amount is less than 50%. (c) Subsection 1.5(b) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: (b) [Intentionally Deleted]”

Subsection 1. 1(E) of the Credit Agreement is hereby amended by deleting clause (iv) thereof in its entirety and replacing it with the following:

Subsection 1. 2(a) of this Agreement shall not be amended or waived without the written consent of Bay City Capital Fund V, L.P. and Subsection 1.2(b) of this Agreement shall not be amended or waived without the written consent of ThermoGenesis. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Subsection 5.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 5.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

Subsection 1. 2.2(a) of the Agreement is hereby amended by adding the following immediately prior to the end of the second sentence of Subsection 1.2.2(a): "and provided further that Working Capital shall be calculated without regard to any direct or indirect impact resulting from the vesting of or payments in respect of those previously unvested "promote" shares of the Sellers who are employees of the Company which are being vested by Amendment No. 1 to the Amended and Restated Management Equity Participation Promotion Agreement of each such Seller".

Subsection 1. 2(h) of the Credit Agreement is hereby amended and restated as follows:

Subsection 1. (i) Subsection 1.1 of the Credit Agreement is hereby amended to add the following definitions in their appropriate alphabetical order: