Amendment to the Agreement Contract Clauses (358)

Amendment to the Agreement. The Parties hereby agree and acknowledge, from and after the Effective Date, that: a.The definitions of the terms "Agent" and "Agents" are hereby amended and restated in their entirety to read as follows: "Capital One Securities, Inc., Mizuho Securities USA LLC, B. Riley Securities, Inc., KeyBanc Capital Markets Inc., BMO Capital Markets Corp., BBVA Securities Inc., SMBC Nikko Securities America, Inc., Stifel, Nicolaus & Company, Incorporated, Ladenburg Thalmann & Co. Inc. and Barclays Capital I...nc. (each an "Agent" and collectively, the "Agents")." b.The definition of the term "Shares" is hereby amended and restated to read as follows: "shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $609,852,965 (the "Shares")." c.Clause (i) of Section 9(c) of the Agreement is hereby amended and restated to read as follows: "(i) the date that Shares having an aggregate gross sales price of $609,852,965 have been sold pursuant to this Agreement." d.Section 10 of the Agreement is hereby amended to include the following subsection (l): "and (l) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 7(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019." SECTION 2. No Other Amendments; References to Agreements. Except as set forth in this Amendment, all other terms and provisions of the Agreement shall continue in full force and effect. All references to the Agreement in the Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Agreement as amended by this Amendment. SECTION 3. Counterparts. This Amendment may be signed by the Parties in one or more counterparts which together shall constitute one and the same agreement among the Parties. SECTION 4. Law; Construction. This Amendment and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment ("Claim"), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. SECTION 5. Submission to Jurisdiction. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Operating Partnership consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Operating Partnership hereby consent to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Amendment is brought by any third party against any Agent or any indemnified party. Each of the Agents and the Company and the Operating Partnership (on their behalf and, to the extent permitted by applicable law, on behalf of their stockholders and affiliates) waive all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Amendment. The Company and the Operating Partnership agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and the Operating Partnership and may be enforced in any other courts to the jurisdiction of which the Company and the Operating Partnership are or may be subject, by suit upon such judgment. SECTION 6. Headings. The Section headings in this Amendment have been inserted as a matter of convenience of reference and are not a part of this Amendment. SECTION 7. Successors and Assigns. This Amendment shall be binding upon each Party hereto and their successors and assigns and any successor or assign of any substantial portion of the Party's respective businesses and/or assets. View More

Amendment to the Agreement. Notwithstanding anything in the Agreement to the contrary, as of the Amendment Effective Date, all references in the Agreement to "Senior Vice President and Chief Brand Officer" of the Bank are hereby amended and replaced with "Executive Vice President and Chief Operating Officer" of the Bank. In addition to the change in Executive's title, Executive's Base Salary set forth in Section 3 of the Agreement shall become $220,000.00, effective as of the Amendment Effective Date and all references the...rein to his Base Salary shall be read to mean the Base Salary as set forth herein. Section 2. Acknowledgement. By executing and agreeing to this Amendment, Executive hereby acknowledges and agrees that the change in title reflected in Section 1 above, and the resultant change in Executive's duties and responsibilities, which changes are effective as of the Amendment Effective Date, do not constitute a "Good Reason" for Executive's resignation under Sections 4(a) of the Agreement, and do not entitle Executive to the payments and benefits set forth in Section 4(b) of the Agreement. Section 3. Continuation of Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected. Section 4. Governing Law. This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Section 5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument. View More

Amendment to the Agreement. (A) Section 1.1 of the Agreement is hereby amended and restated by replacing the first phrase of the definition of "Transaction Expenses" to say: "means to the extent incurred as of the Closing by the Buyer (excluding amounts paid by or on behalf of Buyer prior to the Closing), any Group Company, the Equityholder Representative, or any Company Unitholder (including the Seller Advisor Fees): (B) Section 9.2(e) to the Agreement is hereby amended and restated in its entirety as follows: "(e) Minimu...m Cash Amount. After giving effect to the Closing, the cash on the consolidated balance sheet of RAC and its direct and indirect Subsidiaries, collectively, shall be equal to or greater than the Minimum Cash Amount." (C) Schedule 4.5 to the Agreement is hereby amended and restated in its entirety as set forth on Exhibit A hereto. Section 2. No Other Amendments. Each reference to "this Agreement," "hereunder," "hereof" and other similar references set forth in the Agreement and each reference to the Agreement in any other agreement, document or other instrument shall, in each case, refer to the Agreement as modified by this Amendment. Except as and to the extent expressly modified by this Amendment, the Agreement is not otherwise being amended, modified or supplemented and shall remain in full force and effect and is hereby in all respects ratified and confirmed, and the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under the Agreement. Section 3. Miscellaneous Provisions. Article XI of the Agreement shall apply to this Amendment mutatis mutandis. View More

Amendment to the Agreement. The Agreement is hereby amended to incorporate the changes shown on the marked pages of the Agreement attached hereto as Exhibit A.

Amendment to the Agreement. Sections 1(a), 1(o), 1(p), 1(r), 1(u), 1(v), 1(ee) and 13(b) of the Agreement are hereby deleted and replaced with "[Intentionally Omitted.]".

Amendment to the Agreement. a. Section 3.1 of the Agreement is hereby amended and restated to read in its entirety as follows: "3.1 Option Grant. For a period commencing on the Effective Date and subject to early termination, ending on [***] ("Option Period"), Artelo shall have the sole and exclusive right, but not the obligation to receive an exclusive license under the Licensed IP Rights to research, develop, make, have made, use, offer for sale, sell, have sold and import Products and otherwise exploit the Licensed IP R...ights in the Territory in the Field, subject to the terms and conditions of this Agreement (the "Option"). During the Option Period, NEOMED shall not, without Artelo's prior written consent, directly or indirectly: (i) negotiate or enter into any agreement, arrangement or commitment according to which a Third Party is granted any right in the Territory under the Licensed IP Rights, (ii) take any action which may derogate from or conflict with, or refrain from taking any action which is necessary to preserve, the Option, or (iii) enter into any agreement, arrangement or commitment that would derogate from or conflict with the rights granted to Artelo under this Agreement." [***] Certain information in this document has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. b. Section 5.1.1 of the Agreement is hereby amended and restated to read in its entirety as follows: "5.1.1 Equity Grant. As partial consideration for the grant of the Option by NEOMED to Artelo and the supply of the Technology Transfer Materials, Artelo shall grant NEOMED (a) on the Effective Date, 120,000 fully paid and non-assessable shares of Artelo's common stock subject to Artelo and NEOMED then executing a Common Stock Purchase Agreement in substantially the form attached hereto as Exhibit D (the "Purchase Agreement"), and (b) (i) within ten (10) business days following the consummation of a public offering of Artelo's common stock prior to April 25, 2019, that number of fully paid non-assessable shares of Artelo's common stock equal to One Hundred Thousand Dollars (US$100,000) divided by the price per share of common stock in such public offering, or (ii) if Artelo has not consummated a public offering of its common stock prior to April 25, 2019, then within ten (10) business days following April 25, 2019, that number of fully paid non-assessable shares of Artelo's common stock equal to One Hundred Thousand Dollars (US$ 100,000) divided by the closing bid price of Artelo's common stock as shown on the OTCQB Venture Market as of April 25, 2019, subject to in each case, as applicable, Artelo and NEOMED then executing a Common Stock Purchase Agreement in substantially the form attached hereto as Exhibit F (the "Second Purchase Agreement"). To the extent of any conflict between the terms of this Section 5.1.1 and the Purchase Agreement or the Second Purchase Agreement, the terms and conditions of the Purchase Agreement or the Second Purchase Agreement, as applicable, shall control and be determinative." c. Section 5.1.2 of the Agreement is hereby amended and restated to read in its entirety as follows: "5.1.2 Cash Consideration. As partial consideration for the grant of the Option by NEOMED to Artelo and the supply of the Technology Transfer Materials, Artelo shall make the following payments to NEOMED: (a) [***] due on the Effective Date, (b) [***], and (c) [***]; provided that if any of the foregoing payments have not accrued and become due prior to the earlier to occur of (i) the exercise of the Option by Artelo, and (ii) termination of this Agreement by Artelo pursuant to Section 12.2 hereof, then Artelo's payment obligations with respect to such payments that have not accrued and become due shall be extinguished and become null and void." d. A new Section 5.1.3 is added to the Agreement as follows: "5.1.3 Additional Cash Consideration. As partial consideration for the grant of the Option by NEOMED to Artelo and the supply of the Technology Transfer Materials, Artelo shall make an investment of no less than [***], which shall be used by Artelo exclusively for the synthesis of the Compound to be used for clinical studies. e. The Second Purchase Agreement attached to this Amendment is hereby added to the Agreement as Exhibit F. [***] Certain information in this document has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. View More

Amendment to the Agreement. All references to the term "Final Closing Date" in the Agreement shall be deemed and each such reference is hereby replaced with the following: "Final Closing Date" shall mean November 30, 2020.

Amendment to the Agreement. 2.1.Section 2.2.4 of the Agreement is hereby deleted in its entirety and replaced with the following: "[**]." 2.2.Section 2.2.5 of the Agreement is hereby deleted in its entirety and replaced with the following: "[**]." 2.3.Notwithstanding any other provision of the Agreement, the Parties agree that (i) Pfizer shall hereby be deemed to have issued a Target Substitution Notice pursuant to which [**] shall be replaced with [**] (the "[**] Substitute"), which Arvinas accepts as a Target under the A...greement, (ii) the [**] Substitute [**], and (iii) the Parties shall agree on the Research Plan for the [**] Substitute [**], as applicable, in accordance with Section 3.5 of the Agreement, and Pfizer shall [**] for such Target no later than [**]. 2.4.Notwithstanding Section 5.4 of the Agreement, the payment due under Section 5.4.3 thereof upon the [**] for the Target [**] shall be paid on or before [**], and the Parties shall cooperate as reasonably required to ensure that the corresponding invoice is issued and paid on or before such date. View More

Amendment to the Agreement. 1.1 Amendment to the Termination Date. The reference to "June 30, 2022" in Section 10.01(c) of the Agreement is hereby amended and replaced by "August 30, 2022".

Amendment to the Agreement. (a) Section 8.1 of the Agreement is hereby amended by deleting the following parenthetical in the sixth line as follows: "(and in any event on or prior to April 30, 2018 )." (b) Section 10.1(b)(i) of the Agreement is hereby deleted in its entirety and replaced with the following: "if any of the conditions set forth in Article IX shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by June 30, 2018; provided that the right to terminate this Agreement p...ursuant to this Section 10.1(b)(i) shall not be available to a party whose failure to perform any of its material obligations under this Agreement has been the primary cause of, or primarily resulted in, such failure; or" (c) All other terms and provisions of the Agreement are hereby ratified in full and incorporated by reference herein. Section 2. No Third Party Beneficiary . This Amendment shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit or remedy of any nature whatsoever, including, without limitation, any rights of employment for any specified period, under or by reason of this Agreement. Section 3. Entire Agreement . This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. Except as amended by this Amendment, the Agreement shall continue in full force and effect. Section 4. Counterparts . This Amendment may be executed in counterparts (and delivered by facsimile or electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 5. Governing Law . This Amendment , and all claims or causes of action based upon, arising out of, or related to this Amendment or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. View More