Amendment to the Agreement The Agreement is hereby amended as follows:
Agreement to Terms Buyer and Seller acknowledge that they have read the entire Agreement and that by signing below agree to all terms contained herein.
Agreement Terms The terms of the Agreement conform to University policy. The period of performance for the project is approximately two (2) years. The amount of funding support will not exceed $100,000. Since research projects are often amended, this agreement includes provisions for changes in time and scope. University procedures for approval of these changes will be followed and additional conflict of interest review will be done as appropriate.
Agreement to Lease Landlord agrees to lease to Tenant and Tenant agrees to lease from Landlord, according to the terms and conditions set forth herein, the Premises.
Amendment to Agreement The Agreement is hereby amended as follows:
AGREEMENT TO MODIFY CONTRACT The parties hereto agree to modify the Contract identified in Block 1, above, as described in Block 10, below, pursuant to the terms and conditions of the Contract. Except as modified herein, all other provisions of the Contract (including, but not limited to, price, delivery, and completion date) remain unchanged.
Cooperation Agreement Pursuant to the Cooperation Agreement, Bidco and Earthport have each agreed to cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority in connection with the Acquisition. Additionally, Bidco has undertaken to Earthport to, amongst other things: (i) publish the Offer Document as soon as practicable and in any event within 28 calendar days of this Announcement; (ii) keep Earthport informed in relation to the receipt of acceptances of the Offer; (iii) not take any action which would cause the Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the acceptance condition prior to the 60th day following publication of the Offer Document; (iv) not, without the prior consent of Earthport, declare the Offer unconditional as to acceptances prior to the deadline for satisfying the acceptance condition permitted under the Code, unless all of the remaining Conditions either have been or are reasonably expected to be satisfied or waived prior to the deadline permitted under the Code for declaring the Offer unconditional in all respects; (v) if, following the Offer having become or been declared unconditional as to acceptances, any Condition relating to a material regulatory clearance has not been satisfied by the deadline under the Code for declaring the Offer unconditional in all respects, Bidco shall: (a) waive all other outstanding Conditions that are capable of waiver; and (b) seek the consent of the Panel to extend such deadline to a date agreed with Earthport and the Panel; and (vi) prepare and implement appropriate proposals in relation to the Earthport Share Plans and Warrants. In addition, Bidco has agreed to certain provisions if it elects to switch to a Scheme. The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn or lapses, if any Condition becomes incapable of satisfaction, if the Earthport Directors withdraw their recommendation of the Acquisition, a competing proposal (as defined in the Cooperation Agreement) is recommended by the Earthport Board or completes, becomes effective or is declared or becomes unconditional in all respects, or otherwise as agreed between Bidco and Earthport.
