Amendments to Investment Agreement. The Investment Agreement shall be, and it hereby is, amended as follows:
Amendments to Investment Agreement. The following amendments to the Investment Agreement shall take effect as of the date hereof:
Amendments to Investment Agreement. 11.1 Any derogation from or amendment to the principles and conditions agreed and reflected herein shall be valid and effective only if made in writing in a document duly signed by all the Parties.
Amendments to Investment Agreement. Effective as of the date hereof:
Amendments to Investment Agreement. (a) The first paragraph of the Investment Agreement is hereby amended by deleting such paragraph in its entirety and replacing it with a new paragraph as follows: "Special Metals Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to TIMET Finance Management Company, a Delaware corporation (the "Investor"), and a wholly-owned subsidiary of Titanium Metals Corporation, a Delaware corporation ("TMC"), 1,600,000 shares of its 6.625% Series A Senior Convertible Preferred Stock, liquidation amount $50.00 per share (the "Convertible Preferred Securities"). The Convertible Preferred Securities will be convertible into shares of the common stock, par value $.01 per share (the "Common Stock"), of the Company initially at the conversion price set forth herein and will rank, with respect to dividend rights and rights upon liquidation, winding up and dissolution, senior to the Common Stock, and each other class of capital stock or series of preferred stock of the Company established after the original issuance of the Convertible Preferred Securities, and PARI PASSU with the Convertible Preferred Securities to be issued under the Certificate of Designation referred to in Section 1 below to Inco Limited, a corporation continued under the laws of Canada ("Inco Limited), pursuant to the Investment Agreement to be entered into between Inco Limited and the Company (the "Inco Investment Agreement").
Amendments to Investment Agreement. (a) Amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the indemnities and licenses furnished to the Borrower or any of its Subsidiaries pursuant to the Investment Agreement or any other document delivered by the Sponsor or any of its affiliates in connection therewith such that after giving effect thereto such indemnities or licenses shall be materially less favorable to the interests of the Loan Parties or the Lenders with respect thereto or (b) otherwise amend, supplement or otherwise modify the terms and conditions of the Investment Agreement or any such other documents except to the extent that any such amendment, supplement or modification could not reasonably be expected to have a Material Adverse Effect.
Amendments to Investment Agreement. The Investment Agreement shall be amended as follows: 1. The following definition shall be added in the appropriate alphabetical place in Section 1.1 of the Investment Agreement: "Additional Preferred Shares" shall have the meaning set forth in Section 2.1(a). "Second Closing" and "Second Closing Date" shall have the meanings set forth in Section 5.9(a). "Second Closing Consideration" shall have the meaning set forth in Section 2.1(b). 2. The following sentence shall be added to the end of Section 2.1(a) of the Investment Agreement: At the Closing, the Purchaser shall Purchase 3,739,500 shares of Preferred Stock. The difference between 5,339,500 shares and the 3,739,500 shares of Preferred Stock purchased at the Closing (i.e. 1,600,000 shares) shall be referred to as the "Additional Preferred Shares". 3. The following sentence shall be added to the end of Section 2.1(b) of the Investment Agreement: Of this amount, the Purchaser shall pay at the Closing an amount equal to $31,000,836.69, which is (i) $44,265,000.00 minus (ii) the product of (A) the number of Additional Preferred Shares multiplied by (B) $8.288. The difference between $44,265,000.00 and the $31,000,836.69 paid by the Purchaser at the Closing (i.e. $13,264,163.31) shall be referred to as the "Second Closing Consideration". 4. The word "Securities" in Section 2.2 of the Investment Agreement shall be replaced with the words "Securities (other than the Additional Preferred Shares)" each time the word "Securities" appears in Section 2.2. 5. The first sentence of Section 5.1(a) shall be replaced with the following sentence: As soon as practicable after the execution of this Agreement, the Company shall prepare and cause to be filed with the SEC preliminary proxy materials (the "Proxy Statement") for the solicitation of approval of the shareholders of the Company of (i) the issuance by the Company of shares of Common Stock pursuant to, and purchase of shares of Common Stock by the exercise of, the 2 2 Warrants, (ii) the issuance and sale by the Company of the Additional Preferred Shares, (iii) such other transactions contemplated hereby and pursuant to the Ancillary Documents as may reasonably require approval of the Company's shareholders (together with clauses (i) and (ii), the "Shareholder Approval"), (iv) the election of directors and (v) such other matters as the Company and the Purchaser may reasonably agree. 6. The word "Securities" in the last sentence of Section 5.2 of the Investment Agree...
Amendments to Investment Agreement. (a) MAXIMUM OFFERING AMOUNT. The definition of "
Amendments to Investment Agreement. 1.1. As of the Effective Date, clause (1)(A) of Section 8.3(a) of the Investment Agreement is hereby deleted in its entirety and replaced with the following: *****
Amendments to Investment Agreement
