Amendment Contract Clauses (37,884)

Amendment. (a) Section 9.3(c) of the Business Combination Agreement is hereby deleted in its entirety. 1 (b) Exhibit G-1 of the Business Combination Agreement is hereby amended to read in its entirety in the form of the Plan of Initial Merger attached hereto as Exhibit A. Section 2. No Other Amendment. The Parties hereby confirm that, except as expressly set forth herein, the terms and conditions of the Business Combination Agreement shall not be or be deemed to be amended, modified or waived by this... Amendment and shall continue in full force and effect. All references to the "Agreement" or the "Business Combination Agreement" in the Business Combination Agreement and any other Transaction Document shall be deemed to mean the Business Combination Agreement, as amended by this Amendment. Section 3. Miscellaneous. Sections 11.3 to 11.6 and Sections 11.8 to 11.17 of the Business Combination Agreement are incorporated herein by reference; provided that, in each case, reference to "this Agreement" therein shall mean this Amendment. Section 4. Effectiveness. This Amendment shall become effective immediately on the date hereof. Section 5. Governing Law; Arbitration. (a) This Amendment, and any claim or cause of action hereunder based upon, arising out of or related to this Amendment (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Amendment, shall be governed by and construed in accordance with the Laws of Hong Kong, without giving effect to the principles of conflicts of laws that would otherwise require the application of the Laws of any other jurisdiction. (b) All disputes arising out of or in connection with this Amendment shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. Section 6. Transaction Document. This Amendment shall constitute a Transaction Document for purposes of the Business Combination Agreement and each other Transaction Document. View More

Amendment. This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

Amendment. This Agreement may not be changed, amended, terminated or superseded orally, but only by an agreement in writing, nor may any of the provisions hereof be waived orally, but only by an instrument in writing, in any such case signed by the party against whom enforcement of any change, amendment, termination, waiver, modification, extension or discharge is sought. 12. Entire Agreement; Amendment; Governing Law. This Agreement embodies the entire agreement and understanding between the parties... hereto with respect to the matters covered hereby. Only an instrument in writing executed by the parties hereto may amend this Agreement. View More

Amendment. The Board may, at any time, amend or terminate the Plan, and the Committee may amend this Award Agreement, provided that, except as provided in the Plan, no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under this Award Agreement prior to the date such amendment or termination is adopted by the Board or... the Committee, as the case may be. 4 13. Award Not Contract of Employment. The Award does not constitute a contract of employment or continued service, and the grant of the Award shall not give the Participant the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan or this Award Agreement, unless such right or claim has specifically accrued under the terms of the Plan and this Award Agreement. View More

Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the parties hereto, or in the case of the Investors, the Investor Group Representative, or their respective successors or assigns.24. Successors and Assigns. The terms and conditions of this Agreement shall be binding upon and be enforceable by the parties hereto and the respective successors, heirs, executors, legal representatives and permitted assigns of the parties, and inure to the benefit of... any successor, heir, executor, legal representative or permitted assign of any of the parties; provided, however, that no party may assign this Agreement or any rights or obligations hereunder without, with respect to any Investor, the express prior written consent of the Company (with such consent specifically authorized in a written resolution adopted and approved by the unanimous vote of the entire membership of the Board), and with respect to the Company, the prior written consent of the Investor Group Representative. View More

Amendment. 3.2 The definition of "Letter of Credit Sublimit" is hereby amended and restated to read as follows: "Letter of Credit Sublimit" means an amount equal to the Aggregate Revolving Commitments. 3.3 The definition of "Maturity Date" is hereby amended and restated to read as follows: "Maturity Date" means the earlier of (a) September 26, 2018 and (b) the date the Aggregate Revolving Commitments are reduced to $0; provided, however, that if such date is not a Business Day, the Maturity Date shall be... the next preceding Business Day. 3.4 The existing language in Section 2.06 is labeled as a new clause (a) and titled "Voluntary Reductions" and a new clause (b) is added to read as follows: (b) Mandatory Reductions. 3.5 Section 7.01(a) is hereby amended and restated to read as follows: (a) as soon as available, but in any event, within one hundred twenty days after the end of each fiscal year of the Borrower (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), commencing with the first fiscal year ending on or after the date that is 45 days prior to the Reinstatement Date, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the scope of such audit; provided, that prior to the Reinstatement Date, the Borrower shall deliver to the Administrative Agent, as soon as available, but in any event within one hundred twenty days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2017, an internally prepared consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related internally prepared consolidated statements of income or operations for such fiscal year, and the related consolidated statements of changes in shareholders' equity and cash flows for such fiscal year, all in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders' equity and cash flows of the Borrower and its Subsidiaries for such fiscal year; 3.6 In Section 7.02(b) the phrase "after the Reinstatement Date" is inserted after the reference to "Sections 7.01(a) and (b)". 3.7 In Section 7.02(d) the phrase "occurring after the Reinstatement Date" is inserted after the reference to "the second fiscal quarter of each fiscal year" 3.8 Section 7.16 is hereby deleted in its entirety. 3.9 In Sections 8.11(a) and (b) each reference to the phrase "commencing with the fiscal quarter ending September 30, 2013" is replaced with the phrase "commencing with the first fiscal quarter ending after the Reinstatement Date". View More

Amendment. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent; further, provided, that the Grantee's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or the Dodd-Frank Wall Street Reform and Consumer... Protection Act of 2010 or any regulations promulgated thereunder, including as a result of the implementation of any recoupment policy the Company adopts to comply with the requirements set forth in the Dodd-Frank Act. View More

Amendment. No Amendment to this Agreement shall be effective unless in writing and signed by both the Company and Executive. Notwithstanding the foregoing, if any compensation or benefits provided by this Agreement may result in the application of Code Section 409A, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of "deferred compensation" within the meaning of Code Section 409A... or in order to comply with the provisions of Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions, and without any diminution in the value of the payments to the Executive. View More

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of the Company. 15 21. Headings. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.

Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by Harris and the Chief Executive Officer or other person authorized by the Board or their respective successors and legal representatives.