Amendments to the Original Agreement Sample Clauses
The "Amendments to the Original Agreement" clause defines the process by which changes or modifications to the initial contract can be made. Typically, this clause requires that any alterations be documented in writing and signed by all parties involved, ensuring that verbal agreements or informal changes are not considered valid. Its core practical function is to maintain clarity and prevent disputes by establishing a clear, formal procedure for updating the agreement, thereby protecting all parties from unauthorized or unintended modifications.
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Amendments to the Original Agreement. (a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:
Amendments to the Original Agreement. Section 2.1 The definition of “Permitted Indebtedness” in Section 6(a) of the Original Agreement is hereby amended by
(a) inserting the following as the new clause (b) of such definition:
(b) the Indebtedness under the 3.00% Convertible Senior PIK Toggle Notes due 2029 that were issued pursuant to the note purchase agreement, dated as of August 13, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2029 Note Purchase Agreement”) and the indenture, dated as of September 30, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2029 Notes Indenture”, and the notes issued thereunder, the “2029 Notes”) and the related guarantees;”;
Amendments to the Original Agreement. Subject to the terms and conditions of this Amendment, the Original Agreement is hereby amended and supplemented as follows:
(a) All references to "this Agreement" shall be deemed to refer to the Original Agreement, as amended hereby;
(b) The following definition shall be added to Section 1.1 of the Original Agreement in its alphabetical order as follows:
Amendments to the Original Agreement. The Original Agreement is hereby amended as follows:
Amendments to the Original Agreement. The Original Agreement shall be amended as follows:
a. Article I of the Original Agreement is hereby amended by adding the following defined terms in alphabetical order:
Amendments to the Original Agreement. As of the Effective Date, the Original Agreement is hereby amended as follows:
(a) The Recitals of the Original Agreement is hereby amended by inserting the following clause immediately after the ninth WHEREAS clause:
Amendments to the Original Agreement. The Original Agreement is amended as follows:
A. The first sentence of the first paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following: “The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, up to 12,597,423 shares (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), which Shares exclude, for the avoidance of doubt, the 5,402,577 shares of Common Stock sold by the Company prior to August 10, 2018 pursuant to the prospectus supplement filed by the Company with the Commission (as defined below) on February 22, 2017.”
B. The second paragraph of Section 1 of the Original Agreement is hereby deleted and replaced in its entirety with the following: “The Company has also entered into a separate equity distribution agreement with respect to the Shares, each dated as of February 22, 2017, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of August 10, 2018 (each, an “Alternative Equity Distribution Agreement” and, together with any other equity distribution agreement with respect to the Shares into which the Company may enter, the “Alternative Equity Distribution Agreements”), with each of JonesTrading Institutional Services LLC, ▇. ▇▇▇▇▇ FBR, Inc. (formerly, FBR Capital Markets & Co.) and JMP Securities LLC (each an “Alternative Agent” and, together with any other agent with which the Company enters into an Alternative Equity Distribution Agreement, the “Alternative Agents”).”
C. The first sentence of Section 6(b) of the Original Agreement is hereby deleted and replaced in its entirety with the following: “Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Securities will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”).”
D. Section 12(d) of the Original Agreement is hereby deleted and replaced in its entirety with the following:
Amendments to the Original Agreement. The Parties hereby agree to the following amendments to the Original Agreement:
(a) Clause (a) of Section 5 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
(a) The Sponsor and the Insiders each agree that they shall not Transfer any Founder Shares or Private Placement Shares, if any (the “Lock-up”), until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a third-party tender offer, stock sale, liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the Company’s initial Business Combination, fifty percent (50%) of the Founder Shares and the Private Placement Shares, if any, held by such Person shall be released from the Lock-up. Notwithstanding anything to the contrary set forth herein, in the event that, following the completion of an initial Business Combination and during the Lock-up Period, the Company determines to effectuate a public offering of equity securities pursuant to a registration statement filed with the Commission under the Securities Act of 1933, as amended (a “Follow-On Offering”), and in the Company’s sole discretion (for the avoidance of doubt, not as a result of the exercise of piggyback registration rights) determines to permit shareholders of the Company who have shares subject to lock-up to sell equity securities as a secondary offering in such Follow-On Offering (any such shareholders, “Selling Shareholders”), then the Sponsor and the Insiders shall be offered the opportunity to sell up to such Person’s pro rata share of all equity securities permitted to be sold by all Selling Shareholders in such Follow-On Offering and any securities otherwise subject to the Lock-up offered or sold in such Follow-On Offering shall be released from the Lock-up restrictions hereunder. Any such...
Amendments to the Original Agreement. Subject to the terms and conditions hereof, the Original Agreement is hereby amended as follows:
(a) Section 6.5.1 of the Original Agreement is amended by adding an additional Section 6.5.1.1 as follows:
Amendments to the Original Agreement. Notwithstanding anything to the contrary in the Original Agreement, the Parties hereto agree that the following terms shall apply effective immediately as of the date on which Seller becomes an affiliate of Sunrise Coal, LLC. In the case of any conflicts between the foregoing and the terms of the Original Agreement, the provisions of this Section 1 shall govern.