Amendment to Prior Agreement. The parties agree that, effective as of the date hereof, Section 4.10 of the Securities Purchase Agreement shall be amended in its entirety by replacing such Section 4.10 with the provisions set forth in this Section 4.5 and any terms included in this Section 4.5 that are not otherwise defined in the Securities Purchase Agreement shall have the meanings ascribed to such terms in this Agreement.
Amendment to Prior Agreement. The parties agree that, effective as of the date hereof, Section 5.16 of the CPP Securities Purchase Agreement shall be amended in its entirety by replacing such Section 5.16 with the provisions set forth in this Section 4.1(e) and any terms included in this Section 4.1(e) that are not otherwise defined in the CPP Securities Purchase Agreement shall have the meanings ascribed to such terms in this Agreement.
Amendment to Prior Agreement. The parties agree that, effective as of the date hereof, Section 4.1(e) of the Exchange Agreement shall be amended in its entirety by replacing such Section 4.1(e) with the provisions set forth in this Section 4.6 and any terms included in this Section 4.6 that are not otherwise defined in the Exchange Agreement shall have the meanings ascribed to such terms in this Agreement.
Amendment to Prior Agreement. The Company and the Requisite Holders agree that each of the provisions of the Prior Agreement shall automatically terminate immediately prior to the consummation of the IPO and shall thereafter be void and have no further force or effect, provided, however, that such termination of the Prior Agreement shall not relieve any party to the Prior Agreement from liability for any breach of the Prior Agreement occurring prior to such termination.
Amendment to Prior Agreement. This Agreement is an amendment and restatement of that certain Amended and Restated Mill Agreement ("Prior Agreement") dated effective as of the 29th day of July, 1998, by and among Millxx xxx HERSHEY PASTA & GROCERY GROUP, a division of Hershey Foods Corporation, a Delaware corporation ("HPG"). This Agreement hereby supercedes such Prior Agreement with respect to to all Flour Requirements of WPLLC, NWP and its Affiliates at such companies' Winchester, VA and Lebanon, PA processing plants. The Prior Agreement shall continue to apply to all Flour supplied by Millxx xxxor to the date hereof and all Flour Requirements ordered by HPG prior to the date hereof.
Amendment to Prior Agreement. The Company and the Participant acknowledge and agree that the Restricted Stock Unit Agreement dated as of February 1, 2014 by and between them (the “2014 Agreement”) shall be deemed to be amended as of such date to provide for, notwithstanding any contrary provision therein, dividend equivalent rights with respect to the restricted stock units awarded pursuant to the 2014 Agreement, in a manner consistent with the Plan and with Sections 3.1 and 3.2 of this Agreement. Such dividend equivalent rights shall only be credited to Participant in the event the performance goals as set forth on Exhibit 2 to the 2014 Agreement are met. Such dividend equivalent rights shall be subject to forfeiture consistent with Section 4 of this Agreement and shall be paid upon vesting of the restricted stock units awarded pursuant to the 2014 Agreement in a form and at a time consistent with Section 5 of this Agreement. Except as expressly amended hereby, the terms of the 2014 Agreement shall remain in full force and effect.
Amendment to Prior Agreement. In consideration of Executive’s agreeing to enter into this Agreement, the Corporation and Executive agree that the Prior Agreement is hereby amended to provide that the milestones set forth in clauses (i), (ii) and (iii) of Section 4.2 of the Prior Agreement and clause (iii)(b) of Section 4.3 of the Prior Agreement may be satisfied by including the net proceeds received by the Corporation at any time prior to August 17, 2010 from (i) the Socius Capital Group financing or (ii) from any private placement financing that is covered by a signed term sheet that was entered into by the Corporation prior to February 18, 2010, or from another source at the same or better terms as contemplated in the signed term sheet. Any financing described in the preceding sentence shall be undertaken and the terms of such financing shall be at the discretion of the Board. For purposes of determining whether the $8,000,000 working capital requirement of the milestone set forth in clause (iii)(b) of Section 4.3 of the Prior Agreement has been satisfied, such working capital amount shall be calculated as of the date of the Corporation’s receipt of the proceeds that are being included to satisfy this milestone. Except as specifically set forth above, the February 17, 2010 deadline for achieving the milestones set forth in Section 4.2 and 4.3 of the Prior Agreement is not being modified or extended. The parties further acknowledge and agree that to the extent that any portion of the option granted to Executive under the Prior Agreement is determined to have not been granted under the Corporation’s 2006 Equity Incentive Plan (the “Plan”), the portion of the option not granted under the Plan shall be allocated to the portion of the option that is to vest under Section 4.3(iii)(b) of the Prior Agreement and shall upon vesting remain outstanding and have all of the other terms and conditions as the portion of the option granted under the Plan.
