The Investment Agreement. Notwithstanding anything in this Agreement to the contrary, none of the events set forth in clauses (i), (ii), (iii), (iv) or (v) of this paragraph shall cause (a) the Rights to become exercisable or give any holder of the Rights any legal or equitable right, remedy or claim under this Agreement, (b) the Elutions Group or any member thereof to be or become (or be deemed to be or deemed to become) an Acquiring Person, (c) a Stock Acquisition Date to occur (or be deemed to occur) or (d) a Distribution Date to occur (or be deemed to occur): (i) any approval, execution and delivery of the Investment Agreement or any other transaction document contemplated thereby, (ii) any consummation of any of the transactions contemplated by the Investment Agreement or any other transaction document contemplated thereby, including as a result of or in connection with any issuance, exercise or conversion (and any issuance of shares of Common Stock upon exercise or conversion) of warrants issued or issuable pursuant to the Investment Agreement (or any other transaction document contemplated thereby), (iii) any compensation to the Elutions Group or any member thereof in connection with service as a member of the Board of Directors of the Company, (iv) any transfers of securities of the Company between or among members of the Elutions Group or (v) any public announcement of any of the foregoing.”
12. The date defined as the “Final Expiration Date” in Exhibit B to the Rights Agreement shall be amended to be February 23, 2024 and all references to March 27, 2018 in Exhibit B and Exhibit C to the Rights Agreement are hereby changed to refer to February 23, 2024.
13. The Exhibits to the Rights Agreement shall be deemed restated to reflect this Amendment, mutatis mutandis.
14. Unless expressly modified by this Amendment, the terms and conditions of the Rights Agreement remain unchanged and in full force and effect. The contents of this Amendment supersede any previous agreement between the parties pertaining to the subject matter hereof. To the extent that there is a conflict between the terms and provisions of the Rights Agreement and this Amendment, the terms and provisions of this Amendment shall control.
15. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.
16. Thi...
The Investment Agreement. (a) The Company hereby expressly waives any breach of Section 6.1 of the Investment Agreement (the "Investment Agreement"), dated as of August 6, 1997, between DuPont and the Company that is caused by the execution, delivery and/or performance of this Agreement or the events leading to the execution and delivery of this Agreement.
(b) The Company and DuPont agree that the Investment Agreement is hereby amended to eliminate Section 6.7(c)
The Investment Agreement. This Note is one of the duly-authorized issue of 12% Senior Secured Convertible Notes Due 2007 of the Company (collectively, the "Notes") issued under that certain Investment Agreement, dated as of December 27, 2001 (as amended, supplemented or otherwise modified from time to time, the "Investment Agreement"), among the Parent, the Company and Clayton, Dubilier & Rice Fund VI Limited Partnership (the "Initial Holxxx"), and reference is hereby made to the Investment Agreement for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Parent, the Company (and any other obligor upon the Notes) and each Holder, and of the terms upon which the Notes are, and are to be, delivered. The terms of the Notes include those stated in the Investment Agreement. The Notes are subject to all such terms, and Holders are referred to the Investment Agreement for a statement of such terms. In the event of any conflict or inconsistency between the terms of this Note and the terms of the Investment Agreement, the terms of the Investment Agreement shall control and govern. Defined terms used in this Note without definition have the meanings given to them in the Investment Agreement. The Company will furnish to any Holder, without charge, upon the written request of such Holder, a copy of the Investment Agreement. Requests may be made to: Acterna LLC 20410 Observation Drive Germantown, Maryland 20876 Xxxx: Xxxxxxx Xxxxxxx
The Investment Agreement. The Company, the Holding Company and the Investors have entered into the Investment Agreement, pursuant to which the Investors have purchased the MONY Notes and the Warrants. The MONY Notes are scheduled to mature on December 30, 2012. As provided in the Investment Agreement, at any time from and after the Demutualization Date, the Investors may elect to exchange, in whole or in part, the MONY Notes for Holding Company Subordinated Notes. Upon such exchange, the Holding Company, at the request of the Principal Investor on behalf of the Investors, will register the Holding Company Subordinated Notes under the Securities Act. In addition, in the event that the Demutualization Date has occurred on or prior to June 30, 1999, provided that the Holding Company notifies the Investors within 90 days after the Demutualization Date, the 5 9 Holding Company may require the Investors to purchase from the Holding Company an aggregate of 1,000,000 shares of Convertible Preferred Stock of the Holding Company for a total purchase price of $100,000,000. The Holding Company shall register the Convertible Preferred Stock under the Securities Act. In addition to registration under the Securities Act of the Convertible Preferred Stock, under the Investment Agreement the Investors have rights to registration under the Securities Act of the Warrants and the shares of Holding Company Common Stock issuable thereunder and the shares of Holding Company Common Stock issuable pursuant to the Convertible Preferred Stock. Under the Investment Agreement, for so long as the Investors and their subsidiaries and affiliates own (i) an amount of Warrants and Convertible Preferred Stock representing the right to acquire Holding Company Common Stock and/or (ii) Holding Company Common Stock, equal, in the aggregate, to at least 5% of the voting power of the Holding Company Common Stock on an as exercised or as converted basis, the Company (prior to the Demutualization Date) and the Holding Company (subsequent to the Demutualization Date) shall use its best efforts to cause a person proposed by the Investors to be elected to the Board or the Holding Company Board, as applicable. ARTICLE IV
The Investment Agreement. Date: 15 August 2012 Parties: (i) Tianneng Battery, being the purchaser;
The Investment Agreement. MCI and BT agree that each will notify the other immediately if any inquiries or proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, either MCI or BT or any of their respective affiliates or representatives regarding any Acquisition Proposal with respect to such other party.
The Investment Agreement. Except as specifically amended hereby, the Investment Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. Upon and following the execution and delivery of this Amendment, any reference to the Investment Agreement shall mean the Investment Agreement as amended or modified hereby.
The Investment Agreement. The Investment Agreement and Continuing Guaranty, the Pledge and Security Agreement and the other agreements and documents required to be executed and delivered to the Purchaser pursuant thereto shall have been fully executed by all of the parties thereto and all of the conditions precedent to the transactions contemplated thereby shall have been satisfied or waived. Without limiting the generality of the foregoing, the Purchaser shall have received all of the collateral required to be delivered to the Purchaser under the Investment Agreement or any agreement entered into in connection therewith and shall have received such further documentation related thereto as the Purchaser may have reasonably requested.
The Investment Agreement. On 23 November 2018, the Company, Jiangxi Shipbuilding, Yangzijiang Shipbuilding and Xxxx Xxxxxxx entered into the Investment Agreement pursuant to which the parties agreed to, among other things, establish the Mining Co and to reorganise the shipbuilding business and assets of Jiangxi Shipbuilding. Principle terms of the Investment Agreement are as follows: Date: 23 November 2018 Parties: (i) Yangzijiang Shipbuilding;
The Investment Agreement. The Board wishes to announce that on 4 December 2019 (after trading hours), Wonder Pax, Megahunt, Megahunt HK, Hi Sun, Management Shareholders, Ju Xin Fund and Xxx Xxxx Xin entered into the Investment Agreement. The principal terms of the Investment Agreement are set out below.
