Amendment to SPA Sample Clauses

Amendment to SPA. The first sentence of Section 1(e)(iv) of the SPA is hereby amended and restated in its entirety to read as follows (and all other portions of Section 1(e)(iv) shall remain as currently drafted and unaffected by this Amendment):

Amendment to SPA. Section 5.2 (Price Adjustment) of the SPA and the definitions “▇▇▇▇▇▇▇▇▇ Take-Private Per Share Consideration” and “Take-Private Transaction” set forth under Section 6.1 (Certain Definitions) of the SPA are hereby deleted in their entirety and shall be null and void ab initio and be of no force and effect, and the Purchaser and its Affiliates shall have no obligations or liabilities under such provisions (whether accrued, contingent or otherwise).

Amendment to SPA. The Holders hereby consent to the amendment of the SPA as set forth in the amendment to securities purchase agreement attached hereto as Exhibit A (the “SPA Amendment”).

Amendment to SPA. Clause 3.1 of the SPA is hereby deleted in its entirety and replaced with the following:

Amendment to SPA. Effective as of the date hereof: (a) Section 1.6(c) of the SPA is hereby deleted in its entirety and replaced with the following:

Amendment to SPA. Effective as of the date hereof: (a) Section 1.6(c) of the SPA is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following sentence: “If the Buyer and the Sellers are unable to agree upon the Disputed Items solely as they relate to the “▇▇▇▇▇▇ Product Recall Matter” by December 14, 2012, the Buyer and the Sellers will appoint McGladrey & ▇▇▇▇▇▇, LLC or, if such firm is unwilling to serve or such firm is or becomes no longer independent from either the Buyer and its Affiliates or the Sellers and their Affiliates, an independent, nationally recognized accounting firm reasonably acceptable to each of them and that is not currently engaged by either the Buyer, the Company or the Sellers to render accounting services (in either case, the “Independent Accounting Firm”) to resolve the Disputed Items solely as they relate to the “▇▇▇▇▇▇ Product Recall Matter”.” (b) Giving effect to the SPA amendment described in subsection (a) above, the SPA is hereby further amended to the extent necessary, and no further, to provide that if, as a result of the Parties resolution of the Disputed Items on or before December 14, 2012, any of the Certificate Amounts that solely relate to the ▇▇▇▇▇▇ Product Recall Matter (including, for the avoidance of doubt, Closing Working Capital, the Closing Working Capital Adjustment and the Deferred Working Capital Amount, in each case giving full effect, as applicable, to the agreed amounts regarding any post-Closing supplier and customer adjustments and/or settlements in respect of the ▇▇▇▇▇▇ Product Recall Matter) are ultimately determined to be different than those set forth in the Certificate, the December Amount shall be adjusted dollar-for-dollar, up or down, to give effect to any such differences on a net basis (in accordance with the definitions, provisions and methodologies set forth in Article I of the SPA), but without interest on any agreed amounts regarding any post- Closing supplier and customer adjustments and/or settlements in respect of the ▇▇▇▇▇▇ Product Recall Matter.

Amendment to SPA. The SPA is hereby amended by deleting the Subsequent Equity Financing Provision contained in Section 4.12(a) of the SPA in its entirety and inserting “Reserved” in lieu thereof.

Amendment to SPA. The Company (by its signature below) and Assignee acknowledge that immediately after giving effect to the assignment contemplated by this Agreement: (a) Section 2(b) of the SPA is hereby amended in its entirety to provide as follows: “The Company shall pay: (i) to Laurus Capital Management, LLC (“LCM”), the investment manager of the Purchaser, a non-refundable payment in an amount equal to $118,846.00 (the “LCM Payment”); (ii) to Valens Capital Management, LLC (“VCM”), the investment manager of Valens U.S. SPV I, LLC (“Valens U.S.”), and Valens Offshore SPV II, Corp. (“Valens Offshore”) a non-refundable payment in an amount equal to $78,462.00 (the “VCM Payment”); (iii) to Valens U.S.: (A) a non-refundable payment in an amount equal to $8,000 (the “First Valens U.S. Payment”); and (B) an advance prepayment discount deposit equal to $8,000 (the “Second Valens U.S. Payment, and together with the First Valens U.S. Payment, the “Valens U.S. Payments”); and (iv) to Valens Offshore, a non-refundable payment in an amount equal to (A) $32,000 (the “First Valens Offshore Payment”); and (B) an advance prepayment discount deposit equal to $32,000 (the “Second Valens Offshore Payment, and together with the First Valens Offshore Payment, the “Valens Offshore Payments”). The LCM Payment, the VCM Payment, the Valens U.S. Payments and the Valens Offshore Payments are intended to defray certain of the due diligence, legal and other expenses incurred by each of them in connection with the entering into of this Agreement and the Related Agreements and all related matters. Each of the foregoing payments in clauses (i) and (ii) above shall be deemed fully earned on the Closing Date and shall not be subject to rebate or proration for any reason. The payments set forth in (b)(i) — (b)(iv) above (net of any deposits previously paid by the Company) shall be paid at closing out of funds held pursuant to (a) that certain Escrow Agreement by and among the Company, the Assignor and the escrow agent referred to therein dated as of the date hereof, and (b) that certain Escrow Agreement by and among the Company, Valens U.S. and the escrow agent referred to therein dated as of the date hereof (c) that certain Escrow Agreement by and among the Company, Valens Offshore and the escrow agent referred to therein dated as of the date hereof and (iv) a disbursement letter (the “Disbursement Letter”) (net of the $13,461.54 deposit previously paid by the Company). (b) Section 2(c) of the SPA is he...

Amendment to SPA. The Holder agrees to the deletion of Sections 4.11 and 4.12 in that certain securities purchase agreement dated October 23, 2024.