Subsections. Each reference to a section includes a reference to all subsections thereof (i.e., those having the same character or characters to the left of the decimal point) EXCEPT where the context clearly does not so permit.
Subsections. 1 to 4 may be derogated from to the detriment of the employee during the first six months of the employment contract only by written agreement.
Subsections. 1 and 2 notwithstanding, the employer and employee may agree, when the employment agreement is made, that the notice period for the employee is no more than two (2) months. In this case, however, when employment has continued for more than 8 years, the notice period for the employer extends as set out in subsection 2. When employment is terminated, the parties may agree otherwise concern- ing the notice period for the employee. The notice period for the employer may not be shorter than the notice period for the employee.
Subsections. 9(g) and (h) are hereby deleted in their entirety and the following are inserted in substitution therefor:
Subsections. 3.1 to 2.3.6 of the Credit Agreement are amended and replaced by the following subsections 2.
3.1 to 2.3.7, to take into account the possible creation of a New Facility:
2.3.1 The aggregate amount of any such New Commitments and available commitments under any New Facility shall not exceed an amount equal to $75,000,000 minus (a) the aggregate undrawn Tranche A Credit, (b) the principal amount under the Term Loan (as each such term in clause (a) above and in this clause (b) is defined in Schedule “P”), and (c) the amount of any previous New Commitments and New Facility (in each case, drawn and undrawn) that remain in effect. The notice shall specify the date (the “Increased Amount Date”) on which the Borrower proposes that the New Commitments or New Facility shall be effective, which shall be a date not less than 15 Business Days after the date on which such notice is delivered to the Agent. The notice in respect of New Commitments shall provide that the Borrower is first offering the opportunity to provide each New Commitment to the then-existing Lenders, who may accept same on a pro rata basis or as they may otherwise agree. Any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment.
2.3.2 The existing Lenders shall advise the Agent within 10 Business Days following receipt of the Borrowers’ request for New Commitments as to the extent, if any, to which they wish to provide the New Commitments, and the Agent shall so advise the Borrower. The Borrower shall then identify each Person that is an Eligible Assignee (each, a “New Lender”) to whom the Borrower proposes any portion of such New Commitments not accepted by an existing Lender be allocated and the amounts of such allocations, within 2 Business Days from receipt of the Agent’s notice referred to in the preceding sentence.
2.3.3 The New Commitments and any New Facility shall become effective as of the Increased Amount Date, provided that (a) no Default or Event of Default shall exist on the Increased Amount Date before or after giving effect to such New Commitments or New Facility; (b) the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 12.11 as of the last day of the most recently ended fiscal quarter after giving effect to such New Commitments or New Facility; (c) the New Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by th...
Subsections. 2.20(1) and 2.20(2) of the Indenture, under Legended Warrant Certificates, are hereby amended to read as follows:
(1) The Warrant Agent understands and acknowledges that the Warrants and Common Shares issuable upon exercise of the Warrants have been registered under the U.S. Securities Act.
(2) Each Warrant Certificate originally issued to a U.S. Person, a person in the United States or a person for the account or benefit of a U.S. Person or a person in the United States, and the certificates evidencing the Common Shares issued upon exercise of such Warrants and all certificates issued in exchange therefor or in substitution thereof, bore the following legend: ‘THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AT A TIME WHEN THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT.’ which legend may now be removed upon delivery by the Warrantholder to the Warrant Agent of the Warrant Certificate(s).”
Subsections. 2.1.1(b)(i) and (ii) and 2.1.1(e)(i) and (ii) are amended to add the words “in the Codexis Field” as the last words of each such clause.
Subsections. 7(a) and (b) are hereby deleted in their entirety and the following substituted therefor:
(a) Prior to December 19, 2005, the accrued benefit of the Trustee was determined by adding to the amount of Trustees fees which were deferred pursuant to Section 1 hereof the gains or losses experienced within a Group Flexible Premium Variable Life Insurance Policy of Allmerica Financial Life Insurance and Annuity Company based upon investment selections made by the Trustee. On December 19, 2005, after notice to the Trustee, the Bank surrendered said Policy and obtained the Surrender Value thereof which, effective as of said December 19, 2005 constitutes the deferred compensation account balance of the Trustee. Subsequent to said December 19, 2005, said deferred compensation account shall be increased by any Trustee fees deferred pursuant to Section 1 hereof thereafter and earnings calculated in accordance with Section 2 hereof. “(b) The aggregate amount determined under Section 7(a) shall be paid to the Trustee or his beneficiary(ies), as applicable, upon the Trustee’s termination as a Trustee of the Bank or death in 60 consecutive monthly payments, subject to adjustment as set forth in Section 7(c) hereinafter set forth utilizing the payment schedule set forth in Section 4, 5 or 6 hereof, whichever is applicable.
Subsections. 9.3 (a)-(e) are hereby deleted in their entirety and the following shall be placed in its stead:
(a) all earned but unpaid Base Salary at the time of the Executive’s death;
(b) the full costs relating to the continuation of any group health, medical, dental and life insurance program or plan provided through the Employer for a period of ninety (90) days after the termination of Employment; and
(c) all reimbursable business expenses incurred by the Executive through time of his death.”
Subsections. (a) and (b) of Section 1 of the Employment Agreement are hereby deleted and replaced with the following:
