Amendment of Section 6.4. Section 6.4 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Amendment of Section 6.4. The Agreement is hereby amended by deleting the first three sentences of Section 6.4 of the Agreement and the following language at the beginning of the fourth paragraph: “Notwithstanding the above, for calendar year 2005 only,” and by replacing both instances of the word “Milan” with “Xxxxxx”, such that Section 6.4 shall begin “The Product will be delivered “Ex works” Xxxxxx, …”
Amendment of Section 6.4. Section 6.4 of the Assignment Agreement is hereby amended to read in its entirety as follows;
Amendment of Section 6.4. Section 6.4 of the Loan Agreement is hereby amended by relettering “Section 6.4(d)” as “Section 6.4(e)” and adding a new Section 6.4(d) to read as follows:
Amendment of Section 6.4. Section 6.4 of the Credit Agreement shall be amended in its entirety to read as follows:
Amendment of Section 6.4. The Agreement shall be amended by adding the following sentence to the end of Section 6.4: Notwithstanding the above, for calendar year 2005 only, the Product will be delivered “Ex works” Milan, which means that Cubist shall arrange and pay all shipping, insurance, customs, duties and other governmental charges relating to the shipment of the Product after ACSD’s delivery to Cubist’s common carrier in Milan, and Cubist shall have all responsibility for storing and clearing the Product through all customs and importation requirements.
Amendment of Section 6.4. Section 6.4 of the License Agreement is hereby ------------------------ amended to add the following subsection (c).
Amendment of Section 6.4. The parties acknowledge that MAI did not exercise the First Carry Option and agree that it shall not be necessary to construct a Pilot Plant on the Property. Accordingly, Section 6.4 of the Agreement is hereby amended to read in its entirety as follows: "The activities of MSC shall be directed primarily toward construction of a Mine on the Property, but the parties recognize that the Board of Directors of MSC will determine the scope of such activities and that such activities may differ from that currently contemplated and may include additional Exploration, depending upon the circumstances at the time. The parties contemplate that the first Mine on the Property will be project financed to the maximum extent feasible, minimizing any debt or equity contribution of the parties, and MHC shall cause MSC to use reasonable efforts to seek project financing on arm's length, on commercially acceptable terms to develop such Mine. The parties recognize, however, that there can be no guarantee that MSC will be able to obtain project financing on acceptable terms."
Amendment of Section 6.4. Section 6.4 of the Merger Agreement is hereby amended by inserting the following immediately prior to the penultimate sentence of such Section: “Notwithstanding the foregoing, the Company shall convene the Stockholders Meeting on Wednesday, November 17, 2010, at the Company’s headquarters, Xxxxx Fargo Plaza, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx, 00000 (the “Company Headquarters”), as contemplated by the Proxy Statement filed with the SEC on October 4, 2010, and in connection therewith shall use its reasonable best efforts to provide the Record Holders of Shares with a reasonable period of time to become informed regarding the Amendment and the opportunity to vote on the adoption of this Agreement on Tuesday, November, 23, 2010 or such other date as may be agreed to in writing by the Company and Parent.”
Amendment of Section 6.4. The Agreement is hereby amended by adding the following language at the end of Section 6.4: “Notwithstanding the above, for any batch of Product that Cubist directs ACSD to ship to another manufacturing site for further processing within Italy, title to such Product shall still pass to Cubist upon delivery to the common carrier in Anagni, however ACSD shall arrange and pay all shipping costs for shipment of such Product to the other manufacturing site and then from the other manufacturing site to the port of embarkation from Italy at Genoa over the ship’s rail. Such Product shall be delivered to Cubist FOB Genoa over the ship’s rail (Incoterms 2010), except that Cubist, not ACSD, shall carry out the customs export procedures. ACSD shall have the right to be reimbursed by Cubist for such shipping by providing an invoice for the actual costs incurred by ACSD therefor. Such costs are ancillary to the supply of Products. Cubist shall pay such invoice within 45 days of its receipt of any such invoice. ACSD will not have risk of loss to Product while Product is at the other manufacturing site. ACSD shall have the risk of loss to such Product while in transit to the other manufacturer and from the other manufacturer to Genoa over the ship’s rail, where ACSD shall hand over such Product to Cubist or its designee for customs export procedures from Italy. Following such handover, Cubist shall have the risk of loss to such Product and the responsibility for storing and clearing the Product through all customs and export requirements (for export clearance Cubist will use the ACSD invoice for the applicable Product together with the invoice of the other manufacturing site that will make the toll for Cubist. The custom xxxx issued by the exit custom office must register Cubist as exporter of the product). Cubist will send to ACSD a copy of the sales invoice issued by ACSD to Cubist bearing the stamp affixed by the exit customs office indicating the reference to the related customs export xxxx corresponding reference number for the Export Accompanying Document and the Movement Reference Number. ACS shall adhere to the following shipping specifications for such Product shipped:
