Amendment to Existing Securities Purchase Agreement Sample Clauses

Amendment to Existing Securities Purchase Agreement. (i) Section 4(k) of the Existing Securities Purchase Agreement is hereby amended by deleting the last sentence thereof and replacing it with the following: From and after the date hereof and until the Additional Optional Redemption Date (as defined in the Notes), the Company shall not issue any securities in a Dilutive Issuance unless, contemporaneously with the consummation of such issuance, the Company obtains an irrevocable letter of credit (each a “Letter of Credit”) issued in favor of each Buyer, in the amount of such issuance) pro rata among all Buyers based on the face amount of Notes (up to an aggregate amount of $12 million for all Buyers) by a bank acceptable to the Required Holders (as defined in the Notes) and in form and substance acceptable to the Required Holders, which Letters of Credit may be drawn upon by the applicable Buyer in connection with any payment obligation by the Company in connection with any Transaction Document. Any amounts paid by the Company from sources other than the Letter of Credit in connection with the Holder Initial Redemption or the Mandatory Redemption shall reduce the Letter of Credit on a dollar for dollar basis. The Letters of Credit, including any renewals, extensions or replacements referred to below, shall expire not earlier than ninety (90) days after the earlier of (x) the Additional Optional Redemption Date, (y) the date when all Notes have been converted in full by the Buyers and (z) the date when the balance of the Letters of Credit have been reduced to $0.
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Amendment to Existing Securities Purchase Agreement. Subject to the modifications set forth in Schedules 2(a) and 3(b) hereof, and except for Section 1, 6 and 7 of the Existing Securities Purchase Agreement, the Existing Securities Purchase Agreement is hereby amended as follows:
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Amendment to Existing Securities Purchase Agreement. 8.1 The Issuer and Purchaser further agree that the first sentence of Section 9 of the that certain Securities Purchase Agreement dated as of June 8, 2000 between the Issuer and the Purchaser (the "Existing Securities Purchase Agreement") is hereby amended in its entirety to read as follows: "The Issuer's Board of Directors shall consist of (a) prior to the issuance of Issuer's Series B Preferred, not more than eight (8) members, or ten (10) members if a dividend default shall have occurred entitling the holders of the Preferred Shares to appoint two additional directors (a "Series A Dividend Default"), and (b) after the issuance of Issuer's Series B Preferred, not more than nine (9) members, or eleven (11) members if a dividend default shall occurred entitling the holders of the Series B Preferred to appoint two additional directors (a "Series B Dividend Default"), or thirteen (13) members if a Series A Dividend Default and a Series B Dividend Default shall have occurred."
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Amendment to Existing Securities Purchase Agreement. On and after the Closing Date, the Existing Securities Purchase Agreement is hereby amended as follows:
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Amendment to Existing Securities Purchase Agreement. The Existing Securities Purchase Agreement shall be amended to (i) extend the date for performance until the Effective Date of the Restructuring Transactions and (ii) revise the price of the $4 million equity investment to $0.82 per share. In no event shall the date of performance be extended past the Effective Date without the consent of Required Consenting Noteholders.
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Related to Amendment to Existing Securities Purchase Agreement

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Amendment of Existing Warrant Agreement The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

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