Amendment of Section 3.1. SECTION 31, NOTICES, is hereby deleted in its entirety and replaced with the following: All notices and other communications under this Agreement will be effective when received and sufficient if given in writing and delivered by confirmed facsimile transmission, by certified or registered mail, or by an overnight delivery service of general commercial use (such as UPS, Federal Express or Airborne), addressed to the attention of the applicable party described as follows:
Amendment of Section 3.1. Section 3.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows: “Closing Date. Subject to Section 2.3(h), the closing of the transactions contemplated hereunder (the “Closing”) is expected to take place at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (local time) on May 2, 2005, provided that the conditions set forth in Articles VIII and IX have been satisfied (other than those conditions that by their terms cannot be satisfied until the Closing Date) or, in the case of Article VIII, waived by Purchaser, or, in the case of Article IX, waived by Seller (subject to Section 2.3(i), such date and time being referred to herein as the “Closing Date”). If the Closing does not occur on May 2, 2005, the Closing shall occur at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (local time) on the earlier to occur of (i) the last Business Day of the calendar month in which the last of the conditions set forth in Articles VIII and IX have been satisfied (other than those conditions that by their terms cannot be satisfied until the Closing Date) or, in the case of Article VIII, waived by Purchaser or, in the case of Article IX, waived by Seller, or (ii) at such other place and at such other time and date as may be mutually agreed upon by Purchaser and Seller (in the event that the Closing does not occur on May 2, 2005, such date and time being referred to herein as the “Closing Date”)”
Amendment of Section 3.1. The provisions of Section 3.1 of the Original SBC Merger Agreement are hereby amended and restated in their entirety as follows:
Amendment of Section 3.1. Section 3.1(b) of the Agreement shall be and is hereby replaced as of the Effective Date in its entirety by the following:
Amendment of Section 3.1. Section 3.1 of the Agreement is amended and replaced in its entirety with the following:
Amendment of Section 3.1. Section 31 of the Rights Agreement is ----------------------- hereby amended by deleting it in its entirety and inserting in lieu thereof the following new Section 31: "Section 31. [RESERVED]".
Amendment of Section 3.1. Section 3.1 of the Asset Purchase Agreement is hereby deleted and replaced in its entirety with the following:
Amendment of Section 3.1. The first sentence of Section 3.1 shall be deleted in its entirety and the following substituted in lieu thereof: “Licensee shall make a non-refundable payment of two hundred thousand dollars ($200,000) (the “Initial Payment”) to the Licensor in three installments as follows: (i) fifty thousand dollars ($50,000) within 30 days of full execution of this agreement, (ii) twenty-five thousand dollars ($25,000) by August 31, 2015 and (iii) one hundred twenty-five thousand dollars ($125,000) upon the earlier of (a) ten (10) days following the closing of Licensee’s first equity financing that brings the total equity financing raised to [***] dollars ($[***]) or (b) September 30, 2015.”
Amendment of Section 3.1. Section 3.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows: “The aggregate consideration for the Purchased Assets (the “Aggregate Consideration”) shall be (a) an amount in cash equal to the principal amount plus interest, fees and any other expenses of the DIP Note outstanding as of the Closing Date (the “Purchase Price”), (b) the assumption of the Assumed Liabilities, (c) forgiveness of any and all Pre-Petition Liabilities of the Sellers owed to Affiliates of the Purchaser, including without limitation a certain deposit in the amount of $100,000 funded by an Affiliate of the Purchaser for the benefit of Parent prior to the date hereof and (d) $700,000.00 in respect of administration expenses incurred by Sellers in the Bankruptcy Case, as adjusted by Section 2.1(q) (the “Wind-down Fund”). To the extent the Purchase Price shall exceed the aggregate of (i) the amount set forth in the Payoff Letters and (ii) the Wind-down Fund, such excess shall be returned to Purchaser. On the Closing Date, Parent shall deliver to Purchaser a certificate from an authorized executive officer of each of Parent and the DIP Lender which states the principal amount plus interest, fees and any other expenses of the DIP Note outstanding as of the Closing Date. Purchaser shall have the right to rely unconditionally and conclusively on such certificate in determining the Purchase Price and shall be obligated to fund only such amount. To the extent that it is determined that the Purchase Price paid is greater than amounts owed or owing under the DIP Amount, the excess, if any, shall immediately be returned to the Purchaser. Notwithstanding anything to the contrary in this Section 3.1, if and to the extent Purchaser or any of its Affiliates shall become a DIP Lender or otherwise assume the rights of a DIP Lender under the DIP Note, in lieu of paying cash in satisfaction of the Purchase Price, Purchaser or its Affiliates, as applicable, shall be entitled to cancel all or any portion of the DIP Note held by Purchaser or such Affiliates, and together with the other components of Aggregate Consideration set forth in this Section 3.1 of the Purchase Agreement such cancellation shall constitute the Purchase Price, for purposes of Section 3.1(a).”
Amendment of Section 3.1. Section 31 of the Rights Agreement is ----------------------- hereby modified and amended to add the following clause at the end thereof: ";provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State."
