Amendment of Section Clause Samples

Amendment of Section. Section 11.2 of the Securityholders Agreement is hereby amended by changing the following definition to read in its entirety as follows:

Amendment of Section. 1(a). Section 1(a) of the Rights Agreement is amended and restated to read as follows:

Amendment of Section. 3. The first sentence in Section 3 shall be amended in the entirety to read as follows: This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with the purchase price in cash or subject to applicable law, with Bank common stock previously acquired by the optionee and held by the optionee for a period of at least six months.

Amendment of Section. 4.08. Effective upon, and subject only to, the Acceptance, the provisions of Section 4.08 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase "[intentionally omitted]".

Amendment of Section. 3(a). Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred as a result of (i) the execution, delivery or performance of the Merger Agreement or the Stockholders Agreements, or (ii) the consummation of the transactions contemplated by the Merger Agreement (including, without limitation, the acquisition of Shares (as defined in the Merger Agreement))."

Amendment of Section. 1.1(g). Section 1.1(g) of the Agreement is hereby deleted in its entirety and replaced with the following: 1.1 (g) "EMPLOYMENT PERIOD" means the period beginning on the Effective Date and ending on the later of (i) May 6, 2001, or (ii) May 6 of any succeeding fiscal year during which notice is given by either party (as described in Section 1.1(j)) of such party's intent not to renew this Agreement.

Amendment of Section. 2.1. Subsection (a) of Section 2.1 of the Stock Purchase Agreement is deleted in its entirety and replaced with the following language:

Amendment of Section. 2.01. Section 2.01 of the Agreement is hereby deleted and replaced in its entirety with the following: “Purchase and Sale at the Closing. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller will, or will cause the applicable Asset Selling Entity to, sell, assign, transfer, convey and deliver to Buyer (or one or more of its Affiliates, to be designated by Buyer), and Buyer and its designated Affiliates will purchase, acquire and receive from Seller (or the applicable Asset Selling Entity), (a) the Equity Interests, (b) the Transferred IP, (c) the Transferred Contract, and (d) the inventory included in the calculation of the Inventory Value, in each case, free and clear of all Liens other than Transaction Liens (collectively, the “Closing Assets”). In consideration of the sale and transfer of the Closing Assets, Buyer shall pay Seller the aggregate amount (such amount, the “Closing Purchase Price”) of (A) US$23,005,256 in cash, less (B) the Original Other Business Assets Price, plus (C) the Inventory Value, plus (D) the VAT Adjustment, less (E) the amount of any Consent Payments not previously satisfied by Seller, plus (F) all Cash and Cash Equivalents of the Company at the Closing, plus (G) 50% of all Closing Asset Transfer Fees and Expenses paid by Seller or its Affiliates prior to the Closing, less (H) the amount of Excess Incentive Obligations, if any. Any amounts payable to Seller under this Section 2.01 shall be paid by Buyer in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, to be so designated no later than three Business Days prior to the Closing. Seller and Buyer hereby agree that the successful completion of the China Closing shall take place prior to, and be a condition precedent to the Closing hereof. Seller and Buyer further agree that the transfer price of the Equity Interests set forth under the China Equity Interests Transfer Agreement shall not become due and payable until the Closing hereof, and is included in the Closing Purchase Price hereunder.”

Amendment of Section. 9.3. Section 9.3 of the Note Agreement is hereby amended and restated to read in its entirety as follows: