Amendment to Purchase Agreement Clause Examples

Amendment to Purchase Agreement. The parties hereto agree to amend the Purchase Agreement in accordance with the follow:

Amendment to Purchase Agreement. The Transferor will not amend, modify or supplement the Purchase Agreement or any other Transaction Document, or waive any provision thereof, or enter into any consent with respect thereto, in each case except with the prior written consent of the Administrative Agent and the Majority Investors; nor shall the Transferor take, or permit Tech Data to take, any other action under the Purchase Agreement that could have a material adverse effect on the Administrative Agent or any Class Investor or which is inconsistent with the terms of this Agreement.

Amendment to Purchase Agreement. The Purchase Agreement is hereby amended as follows: (a) Section 1.2(a). Section 1.2(a) is deleted in its entirety and amended and restated as follows: “The purchase and sale of the Purchased Interest shall take place remotely via the exchange of documents and signatures, on August 28, 2019 at any time after 9:00 a.m. Pacific time on such date and before 3:00 p.m. Pacific time on such date (which time and place are designated as the “Closing” and such date, the “Closing Date”). The total Purchase Price to be paid to Sellers for the Purchased Interest is USD$33,444,000, such Purchase Price to be paid in accordance with the terms of this Agreement.” (b) Section 1.2(b). Section 1.2(b) is deleted in its entirety and amended as follows: “For and in consideration of the sale, transfer and delivery of the Purchased Interest, Purchaser agrees to and shall (i) cancel Sellers Note in exchange for the transfer by the Majority Sellers of the Retained Interest, which shall satisfy all of the Majority Sellers’ obligations under the Sellers Note and the Security Agreement, (ii) pay to Representative the sum of USD$8,979,500 (the “Cash Consideration”), and (iii) cause to be issued to Sellers in the allocations to be provided by the Representative prior to the Closing the Consideration Shares in respect of Representative’s exercise of the GGB Warrant. At the Closing, each of the Sellers shall deliver to Purchaser a Membership Interest Assignment substantially in the form attached as Exhibit C to this Agreement (the “Membership Interest Assignment”), duly executed by such Seller and, if the Purchased Interest is certificated, a certificate or certificates representing the Purchased Interest.” (c) Section 1.3(a)(ii). Section 1.3(a)(ii) is deleted in its entirety and amended and restated as follows:

Amendment to Purchase Agreement. (a) The first sentence in Section 3.1 of the Purchase Agreement is hereby amended and restated to read in its entirety as follows: “The completion of the purchase and sale of the Securities (the “Closing”) shall occur at the offices of Dechert LLP, Cxxx Centre, 2000 Xxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 as soon as practicable and as agreed to by the parties hereto, within three business days following the execution of this First Amendment, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”).” (b) Section 3.2(b)(vi) of the Purchase Agreement is hereby amended and restated to read in its entirety as follows: “at the time of the execution of this First Amendment, the Placement Agent and the Purchasers shall have received from PricewaterhouseCoopers LLP a letter, addressed to the Placement Agent and the Purchasers and dated such date, in form and substance reasonably satisfactory to the Placement Agent and PricewaterhouseCoopers LLP (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States) and (ii) stating the conclusions and findings of such firm with respect to the financial statements and certain financial information contained in Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Annual Report”); and (c) Clause (i) of Section 3.2(b)(vii) of the Purchase Agreement is hereby amended and restated to read in its entirety as follows: (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States),”; and (d) Section 4.5 of the Purchase Agreement is hereby amended and restated to read in its entirety as follows:

Amendment to Purchase Agreement. Effective upon the “Effective Date” as defined in Section 3 below, the Purchase Agreement is hereby amended as follows:

Amendment to Purchase Agreement. 1.01 The parties hereto acknowledge and agree that Paragraph 3 of Schedule 3.1(k) of the Purchase Agreement is hereby amended by adding the following subparagraph (c) at the end thereof:

Amendment to Purchase Agreement. The Purchase Agreement shall be amended as follows: (a) The following defined terms in Section 1.01 of the Purchase Agreement are hereby deleted in their entirety and replaced with the following:

Amendment to Purchase Agreement. The Purchase Agreement is hereby amended in the following manner: (a) The term “Purchaser” as used in the Purchase Agreement is amended to mean Purchaser and/or Assignee.

Amendment to Purchase Agreement. The Agreement, as supplemented and amended pursuant to the First Amendment, shall be further amended by deleting Section 6.27 therein in its entirety and replaced with the following: