Amendment to the Warrants Agreement Sample Clauses

Amendment to the Warrants Agreement. The execution of this Amendment is subject to the condition that the Company executes with each Executive Officer, concurrently with the execution hereof, an amendment to the Warrants Agreements, in accordance with the provisions contained in Exhibit 2 hereto for purposes of: (i) providing that after the capital increase resolved by the Company’s Extraordinary Shareholders’ Meeting held on August 30, 2007, the Warrants shall not be adjusted pursuant to the mechanisms provided for in sections 7.3 and 7.4 “A)” of the Warrants Agreements in the event of occurrence — at any time as from the date hereof — of any of the events therein set forth; and (ii) providing for that in the event of death or absence with the presumption of death, absence caused by forced disappearance of persons or another unlawful action entailing the illegal deprivation of freedom for a term exceeding one year, or the permanent incapacity of any of the Executive Officers prior to the date on which one or more of the Series of Warrants held by such Executive Officer shall have become Exercisable Warrants (as defined in the Warrants Agreement, the “Non-Exercisable Warrants of the Dead, Absent or Disabled Executive Officer”), the Non-Exercisable Warrants of the Dead, Absent or Disabled Executive Officer shall not become terminated and shall be reallocated to the remaining Executive Officers pro rata to their respective holdings in the aggregate number of Warrants. THIRD
Sample 1
AutoNDA by SimpleDocs

Related to Amendment to the Warrants Agreement

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

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

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows:

  • Investor Rights Agreement The Company and the other parties thereto shall have duly executed and delivered the Investor Rights Agreement.

  • Amendment of the Rights Agreement Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • 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.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • 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.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

Time is Money Join Law Insider Premium to draft better contracts faster.