AMENDED AND RESTATED. Memorandum and Articles of Association. The Company shall not take any action or omit to take any action that would cause the Company to be in material breach or violation of its Amended and Restated Memorandum and Articles of Association. Except as provided in Section 3.29, prior to the consummation of a Business Combination, the Company will not amend its Amended and Restated Memorandum and Articles of Association, without the prior written consent of the Representative.
AMENDED AND RESTATED. Equity Interest Pledge Agreement -7-
AMENDED AND RESTATED. It is the intention of each of the parties hereto that the Existing Agreement be amended and restated so as to preserve the perfection and priority of all security interests and Liens securing all Obligations (as defined in the Existing Agreement) of the Credit Parties under the Existing Agreement (that continue on as Obligations under this Agreement), that all of the Obligations (as defined hereunder) of the Credit Parties be secured by the Liens created by the Credit Documents, that the Obligations be secured by pari passu security interests in and Liens on the Collateral (unless otherwise provided herein) and that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Agreement made in accordance with the terms of the Existing Agreement. In addition, unless specifically amended hereby or amended or amended and restated in connection herewith, each of the Credit Documents (as defined in the Existing Agreement) shall continue in full force and effect and, from and after the Effective Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.
AMENDED AND RESTATED. LIMITED PERSONAL GUARANTYThis Amended and Restated Limited Personal Guaranty (“Guaranty”) is made on October 4, 2018, by Dwight Carlson (“Guarantor”) in favor of Crestmark, a division of MetaBank (“Crestmark”), as assignee of Crestmark Bank, to induce Crestmark to make a loan and/or extend or continue to extend credit to Coherix, Inc., a Delaware corporation (“Borrower”). This Guaranty amends and restates in its entirety the Limited Personal Guaranty dated September 14, 2017 given by Guarantor in favor of Crestmark Bank. Guarantor has determined that executing and delivering this Guaranty is in Guarantor’s interest and to Guarantor’s benefit.1. Guaranty. Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Crestmark: (a) the full, prompt and unconditional payment when due of all Indebtedness (as defined in the Loan and Security Agreement between Crestmark and Borrower (as amended, the “Loan Agreement”)), including, but not limited to, principal, interest and fees on that certain $4,000,000.00 Third Amended and Restated Promissory Note (Line of Credit) (the "Note"), as it may be amended or restated and whether on demand, at maturity, pursuant to mandatory or optional prepayments, by acceleration or otherwise; and (b) the punctual and faithful performance and observation by Borrower of all duties, agreements, covenants, representations and obligations of Borrower contained in the Loan Documents (as defined in Section 3), limited to One Million Dollars ($1,000,000.00), plus interest, attorneys' fees and other collection costs incurred in enforcing this Guaranty and any of the Loan Documents. Provided, however, Guarantor's liability is unlimited with respect to the following: (a) fraud or material misrepresentation made in or in connection with the loan or the Loan Documents, including the application and financial statements submitted therewith; (b) the amount of unpaid taxes or unpaid charges for labor, materials or other charges which can create liens on any portion of the Collateral or premises; (c) the misappropriation of proceeds of insurance covering the Collateral or premises, proceeds arising from the sale or condemnation of the Collateral or premises or rentals from the premises; (d) any account receivable of the Borrower, or the documents reflecting such account receivable, against which Crestmark made a Money Advance (i) were not genuine and accurate in all respects, (ii) did not arise out of a completed, bona fide sale and de...
AMENDED AND RESTATED. ASSET PURCHASE AGREEMENT THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT is made and entered into as of this 16th day of March, 1999, by and among SONIC AUTOMOTIVE, INC., a Delaware corporation (the "BUYER"), TOM WILLIAMS BUICK, INC., an Alabama corporation ("BUICK"), WILLIAMS CADILLAC, INC., an Alabama corporation ("CADILLAC"), TOM WILLIAMS AUTO, INC., an Alabama corporation d/b/a "Tom Williams Imports" ("IMPORTS"), TOM WILLIAMS MOTORS, INC., an Alabama corporation, ("MOTORS", and together with Buick and Imports, collectively, the "SELLERS" and each, individually, a "SELLER"), and Thomas P. Williams, Sr., Charles Clark Williams and Thomas P. Williams, Jr. (collectively, the "STOCKHOLDERS" and each, individually, a "STOCKHOLDER"). W I T N E S S E T H: WHEREAS, the parties hereto have entered into that certain Asset Purchase Agreement dated as of November 3, 1998 (the "ORIGINAL ASSET PURCHASE AGREEMENT"); and WHEREAS, the Original Asset Purchase Agreement, as the same is amended and restated hereby, is hereafter referred to as this "AGREEMENT"; and WHEREAS, pursuant to Section 2.2(c) of the Original Asset Purchase Agreement the "Sellers" thereunder could elect to structure the acquisition of Cadillac as an acquisition of all of the issued and outstanding shares of Cadillac's capital stock (the "ELECTION"), such acquisition to be made according to the rules set forth in such Section 2.2(c) of the Original Asset Purchase Agreement; and WHEREAS, by a notice given to the Buyer by the "Sellers" under the Original Asset Purchase Agreement on January 14, 1999, such "Sellers" have made the Election and, as a result of the Election, Cadillac shall no longer be a Seller under this Agreement; and WHEREAS, contemporaneously herewith, the Buyer, the Stockholders, Cadillac, and Ms. Catherine D. Ward, are executing an Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which the Buyer shall acquire all of the issued and outstanding shares of Cadillac's capital stock from the Stockholders and Ms. Ward; and WHEREAS, the parties have reached agreement on certain of the Schedules to the Original Asset Purchase Agreement and such Schedules are appended to this Agreement; and WHEREAS, pursuant to a letter agreement dated as of February 28, 1999 (the "AGREEMENT IN PRINCIPLE"), the parties to the Original Asset Purchase Agreement have agreed in principle upon the manner in which the Stock Component (as defined in the Original Asset Purchase Agreement) will be bot...
AMENDED AND RESTATED. B Y E - L A W S of RENAISSANCERE HOLDINGS LTD. INTERPRETATION -------------- 1. Interpretation --------------