Amendment to Purchase Agreement Sample Clauses

Amendment to Purchase Agreement. Section 5.7 of the Purchase Agreement (relating to allocation or application of proceeds of financings toward repayment of the Notes) is hereby amended and restated in its entirety to read as follows: ”Repayment of Notes. If the Company issues any debt, including any subordinated debt or convertible debt (other than the Notes), or any Equity Interests for cash as part of a financing transaction (other than Common Shares issued under the ELOC Purchase Agreement), then the Investors will have the option in either case (exercisable in writing by the Requisite Holders) to cause the Company to immediately, utilize 25% of the aggregate proceeds of such issuance to repay the Notes on a pro rata basis based on the amounts owing under Section 1.3 of the Notes. If the Company issues any Common Shares under the ELOC Purchase Agreement, effective with each such issuance 25% of the proceeds therefrom shall be used to repay the Notes on a pro rata basis based on the amounts owing under Section 1.3 of the Notes. The Company will notify the Investors no later than two (2) Business Days prior to the public announcement of any such debt or Equity Interest financing and provide the Investors (with the written approval of the Requisite Holders agree) to opportunity to exercise any options as set forth in this section; it being agreed, however, that, notwithstanding such notice to the Investors, the Company shall not be under an obligation to make a public announcement regarding such debt or Equity Interest financing until it is legally required to do so.”

Amendment to Purchase Agreement. The Purchase Agreement is hereby amended in the following manner:

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. 1.01 The parties hereto acknowledge and agree that Paragraph 5 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 Agreement shall be amended and supplemented by deleting Section 6.04 therein in its entirety and replaced with the following:

Amendment to Purchase Agreement. Without modifying or amending the introductory paragraph of Section 3 of the Second Amendment, Section 9.18(a)(i) of the Purchase Agreement is hereby amended to read as follows (provided that there shall not be any other modifications or amendments to Section 9.18(a) other than as described below): “Within one hundred and thirty-five (135) days following the Closing, Parent shall prepare and file with the SEC one or more registration statements under the Securities Act on Form S-3 or on such other registration statement as is then available to Parent (together with the prospectus and any amendments, including post-effective amendments, or supplements thereto, and all exhibits and all material incorporated by reference therein, each a “Registration Statement” and the date such Registration Statement is filed, the “Filing Date”), in form and substance reasonably acceptable to Seller and its legal counsel, providing for the registration for resale by Seller under the Securities Act of at least the number of shares of the Vertex Common Stock issued to Seller pursuant to this Agreement (but in no event shall such number of shares exceed the number of shares of Vertex Common Stock actually issued to Seller or ▇▇▇▇▇▇ at Closing or under this Amendment) (the “Registered Shares”). Parent shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, within thirty (30) days following the Filing Date, if the SEC does not review the Registration Statement or within one hundred and five (105) days following the Filing Date, if the SEC does review the Registration Statement (as applicable, the “Effectiveness Date”). At such time as the registration statement becomes effective, Parent will keep such registration statement continuously effective and will comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or until such shares have been sold or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without volume or other restriction pursuant to Rule 144 of the Securities Act. Notwithstanding anything to the contrary in this Section 9.18(a), in...

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. Effective as of the date hereof, the Purchase Agreement is hereby amended as follows: