Amendment to Distribution Agreement Sample Clauses

Amendment to Distribution Agreement. IEC acknowledges that VUIPNA will invest substantial time and resources and incur substantial expenses in conducting the business, financial and legal due diligence investigation of EIC and in negotiating and drafting the definitive documentation related to an Extraordinary Transaction (as defined below) between the parties. To induce VUIPNA to incur such expenses, to facilitate such Extraordinary Transaction and in consideration of VUIPNA's willingness to make the New Advance, IEC hereby agrees that the Distribution Agreement is hereby further amended to add section 6.4(a) and (b) as follows: (a) In the event of an Extraordinary Transaction (as defined below) to which UNIVERSAL is not a party, the New Advance plus the sum of Five Hundred Thousand dollars ($500,000) (the "Alternative Transaction Fee") shall be immediately due and payable and Interplay shall immediately repay the New Advance and pay the Alternative Transaction Fee in full upon demand. In the event that Interplay fails to repay the New Advance or fails to pay the Alternative Transaction Fee upon demand, then in addition to all other rights and legal, equitable or contractual remedies available to VUIPNA, VUIPNA may deduct and offset the Alternative Transaction Fee from and against any and all payments that would otherwise be owed by UNIVERSAL under the Distribution Agreement. (b) As used in this Agreement, "Extraordinary Transaction" means any tender or exchange offer involving Interplay, any proposal for a merger, consolidation or other business combination involving Interplay, any proposal or offer to acquire in any manner a greater than 15% interest in Interplay of a majority shareholder, any proposal or offer to acquire in any manner a greater than 15% equity interest in, or a significant portion of the business or assets of, Interplay, and any proposal or offer with respect to any other transaction similar to any of the foregoing with respect to Interplay. The parties agree that the Alternative Transaction Fee obligation described in clause (a) above will terminate and will be of no further force and effect on the earliest to occur of (i) December 7, 2001, (provided that neither an agreement to enter into an Extraordinary Transaction nor an Extraordinary Transaction shall have occurred or been entered into prior thereto); (ii) the date upon which both parties agree in writing to a mutually-acceptable "no-shop" provision in a subsequent agreement between the parties, or (iii) the date up...

Amendment to Distribution Agreement. The Distribution Agreement is hereby modified and amended as follows:

Amendment to Distribution Agreement. The Company hereby consents to the amendment to the Distribution Agreement, dated as January 15, 2007, between Verizon and Spinco, such amendment in the form attached hereto.

Amendment to Distribution Agreement. The Company shall have executed and delivered the First Amendment to the Distribution Agreement in the form attached hereto as Exhibit C.

Amendment to Distribution Agreement. 9.1 Section 9.7 of the Distribution Agreement is amended to be and read in its entirety as follows: (a) In consideration of the services rendered by Nova Factor to Biogen under this Section 9, Biogen shall pay to Nova Factor the followign fees (the "Shipment Fees"): Service Fee ------- --- Shipment of replacement $* per end-user per shipment Product in accordance with Section 9.4 to an end-user who is not a Nova Factor customer. Shipment of replacement $* per end-user per shipment Product in accordance with Section 9.4 to an end-user who is a Nova Factor customer. Shipment of Product to a $* per unit of Product Program Participant in shipped (four dose package) accordance with Section 9.5. Notwithstanding anything herein to the contrary, commencing with the first quarter in which Nova Factor *. Notwithstanding anything herien to the contrary, shipment of multiple one does packs or multiple packages of four dose packs to a single patient shall be deemed one shipment for purposes of this Section 9.7. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities Exchange Commission. (b) Nova Factor shall invoice Biogen at the end of each month for amounts due under this Section 9 with respect to Product shown on the Supply Report for such month. The amount due for any month as shown on the applicable invoice shall be the Shipment Fees due for such month less the Program Fees collected by Nova Factor during such month. All amounts due hereunder shall be payable by check to Nova Factor in United States funds. Payment by Biogen shall be due within thirty (30) days from the date of the invoice." 9.2 The sixth sentence of Section 9.4 of the Distribution Agreement is amended to be and read in its entirety as follows:

Amendment to Distribution Agreement. The Distribution Agreement is hereby amended such that the definition of Products therein is expanded to include all items defined as Products in this Agreement, and to expand the definition of Territory to be worldwide. Other than as set forth herein, the parties hereto ratify and confirm the terms of the Distribution Agreement.

Amendment to Distribution Agreement. (a) The Recitals to the Distribution Agreement are hereby amended and restated in their entirety to read as follows: A. Seven One Battery Company manufactures and sells lithium iron phosphate batteries and high voltage charging systems (collectively, the “Products”) and has granted SOL an exclusive right to distribute the Products in the United States the “Territory”). SOL desires to enter into an exclusive distribution agreement with Balqon to enhance sales of the Products in the Territory. B. Balqon desires to sell the Products to end users and resellers within the United States pursuant to an exclusive distribution agreement with SOL.” (b) Section 1 of the Distribution Agreement is hereby amended to add the following subsection (d):

Amendment to Distribution Agreement. The Company and the Investor shall have executed and delivered the Amendment to the Distribution Agreement, in the form of Exhibit E attached hereto.

Amendment to Distribution Agreement. The Amendment to that certain Mitel Corporation Distribution Agreement, effective April 1, 1995, substantially in the form attached as Exhibit E hereto (the "Distribution Agreement Amendment"); and