Amendment Contract Clauses (38,133)

Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Plan Administrator Committee as contemplated by Section 10.7(b) of in the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee: Grantee, (a) this Agreement may be amended or supplemented from time to time as approved by the Plan Administrator Committee (i) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Company's stockholders, and stockholders and, provided, in each case, that such changes or corrections will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby hereby, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to any required action by the Board of Directors or the stockholders of the Company, the Options granted under this Agreement may be canceled by the Plan Administrator Company and a new Award made in substitution therefor, provided provided, that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Options to the extent then exercisable. Options. View More

Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Plan Administrator as contemplated by Section 10.7(b) of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee: (a) Grantee, the provisions of this Agreement Award may be amended or supplemented from time to time as approved by the Plan Administrator (i) to cure any ambiguity or to correct or supplement any provision herein that which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of Grantee or to add to the rights of the Grantee or to surrender any right or power reserved to or conferred upon the Company in this Agreement, subject subject, however, to any required approval of the Company's stockholders, and stockholders and, provided, in each case, that such changes or corrections will shall not adversely affect the rights of the Grantee with respect to the Award evidenced hereby without the Grantee's consent, or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to any required action by the Board of Directors or the stockholders of the Company, the Options granted under this Agreement may be canceled by the Plan Administrator and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Options to the extent then exercisable. laws. View More

Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Plan Administrator as contemplated by Section 10.7(b) 10.6(b) or Section 10.7(b), as applicable, of the Plan. Without limiting the generality of the foregoing, without the consent of the Grantee: (a) this Agreement may be amended or supplemented from time to time as approved by the Plan Administrator (i) to cure any ambiguity or to correct or supplement any provision... herein that may be defective or inconsistent with any other provision herein, (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Company's stockholders, and provided, in each case, that such changes or corrections will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and (b) subject to any required action by the Board of Directors or the stockholders of the Company, the Options granted under this Agreement may be canceled by the Plan Administrator and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Options to the extent then exercisable. 7 14. Grantee Employment or Status as a Director. Nothing contained in this Agreement, and no action of the Company or the Plan Administrator with respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ of the Company or any Subsidiary or as a non-employee director of the Company or interfere in any way with the right of the Company or any employing Subsidiary (or the Company's stockholders in the case of a non-employee director) to terminate the Grantee's employment or service, as applicable, at any time, with or without Cause, subject to the provisions of any employment agreement between the Grantee and the Company or any Subsidiary. View More

Amendment. (a) Section 2.1(b) of the Royalty Agreement 3.5 is hereby amended by replacing the date "February 16, 9, 2016" in the last proviso of the first sentence thereof with the date "February 26, 16, 2016".

Amendment. Effective as of October 14, August 26, 2016 (the "Amendment Effective Date"): Date"), the defined term "Termination Date" in Section 2 1.01 of the Agreement is hereby amended by deleting the definition of "Uncommitted Amount" to read in its entirety and replacing it as follows: "Termination Date" shall mean August 25, 2017 or such earlier date on which this Repurchase Agreement shall terminate in accordance with the following: "Uncommitted Amount" shall mean (i) on provisions hereof or prior to... December 2, 2016, $250,000,000, and (ii) at all other times, $50,000,000. by operation of law. Section 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement. Section 3. Effectiveness. This Amendment Number Eight shall become effective as of the date that the Agent shall have received: (a) counterparts hereof duly executed by each of the parties hereto, and (b) counterparts of that certain Amendment Number Seven to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto. Section 4. Fees and Expenses. Seller agrees to pay to Buyer and Agent all reasonable out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number Sixteen Eight (including any Commitment Fee or extension fee due and payable, all reasonable fees and out of pocket costs and expenses of the Buyer's or Agent's legal counsel) in accordance with Sections 23 Section 13.04 and 25 13.06 of the Agreement. Section 3. 5. Representations. Seller hereby represents to Buyer and Agent that as of the date hereof, hereof and taking into account the terms of this Amendment Number Eight, Seller Parties are is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. Section 4. 6. Binding Effect; Governing Law. This Amendment Number Sixteen Eight shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER SIXTEEN EIGHT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN). Section 5. 7. Counterparts. This Amendment Number Sixteen Eight may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Section 6. 8. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Sixteen Eight need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. View More

Amendment. (a) Notwithstanding anything in the Agreement or in the Plan to the contrary, the Agreement is hereby amended to provide that in the event the Participant's employment or service with the Company is terminated on a date (the "Early Vesting Date") prior to the third anniversary of the date of the grant either by the Company without Cause (as such term is defined in the Employment Agreement), or by the Participant as a result of a Constructive Discharge (as such term is defined in the Employment... Agreement), then the Participant's interest Company's repurchase option described in Section 4 of the Agreement shall be limited to a number portion of the Award Shares shall become vested and nonforfeitable, in the manner Shares, as described in subsection (b) below. (b) The portion of the Award Shares in over which the Participant's interest shall be vested and nonforfeitable, Company may exercise its repurchase option, in the circumstances described in subsection (a) above, shall be equal to the difference of: (1) the total number of Award Shares, minus (2) that number of whole shares of Common Stock that most nearly equals, but does not exceed an amount equal to the product: (1) product of (A) the total number of Award Shares, multiplied by (2) 1 (B) the quotient of (A) the number of calendar days from the date of grant through the Early Vesting Date, divided by (B) the number of calendar days from the date of grant through the third anniversary of the date of grant. 1 3. Effect on the Agreement. Except as specifically amended by this Amendment, all terms of the Agreement shall remain in full force and effect. The term "Agreement" as used in the Agreement shall mean the Agreement as amended by this Amendment. View More

Amendment. The Board of Directors Company has the right to amend, alter, suspend, discontinue or cancel the RSUs, Restricted Stock Units, prospectively or retroactively; provided, that, provided that no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.

Amendment. The Board of Directors has the right to amend, alter, suspend, discontinue or cancel the RSUs, Restricted Stock, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.

Amendment. The Board of Directors or the Compensation Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent. 5 22. [Reserved.]

Amendment. Prior to the consummation of the IPO, Effective Time, the General Partner and, after consummation of the IPO, Effective time, the Company, may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of Management Unitholder hereunder without the consent of Management Unitholder.

Amendment. Prior to the consummation of the IPO, the General Partner and, after consummation of the IPO, the Company, may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of Management Unitholder hereunder without the consent of Management Unitholder.

Amendment. Prior to the consummation of the IPO, the General Partner and, after consummation of the IPO, the Company, may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall adversely affect the rights of Management Unitholder hereunder without the consent of Management Unitholder.

Amendment. The Parties hereby agree to amend the Original Agreement (as amended by this Agreement, the "Amended Agreement") as follows: (1)Addition (1) Addition of Section. Definition. A new section 2.6 (c) definition is hereby added to Section 1 of the Original Agreement to read as follows: "(c)For " "Net Profit" with respect to any period, the avoidance of doubt, Revenue less the parties hereto acknowledge that regardless aggregate amount of the determination or the status costs of goods sold, operating... expenses, interests expenses, depreciation, amortization, taxes and any other expenses of the payments set forth Company during such period, calculated in this accordance with generally accepted accounting principles in the U.S.A." (2) Deletion of Definition. The definition of Gross Profit is hereby deleted from Section 2, no buy back, claw back or any other right which would allow the Sellers to have a portion or the entirety 1 of the Shares returned Original Agreement in its entirely. (3) Replacement of Terms. The Original Agreement shall be amended, mutatis mutandis, to them is contemplated hereunder. " (2)Reference replace each reference to "Gross Profit" with a reference to "Net Profit." (4) Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to "this Agreement," "hereunder," "herein" or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement. (3)No (5) No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect. View More

Amendment. Section 1.1 Section 11(a)(ii) 11(b)(ii) of the Transaction Original Agreement is hereby amended by replacing the phrase "December 22, 2021" contained therein number "60" with the phrase "December 31, 2021". number "90". Article 2. Miscellaneous. Section 2.1 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision... so held to be invalid or unenforceable. Section 2.2 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Transaction Original Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Transaction Original Agreement are ratified and confirmed and shall continue in full force and effect. The Parties agree that the Transaction Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. Section 2.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the Parties. Signatures transmitted by facsimile, electronic mail or other electronic transmission shall be effective as originals. Section 2.4 Entire Agreement. This Amendment and the Transaction Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Section 2.5 Miscellaneous. The terms and provisions of Sections 6, 7, 8, 9, 13, 14 and 15 of the Transaction Agreement are incorporated herein by reference as if set forth herein and shall apply mutatis mutandis to this Amendment. View More

Amendment. Section 1.1 Section 11(a)(ii) 4(b) of the Transaction Agreement is hereby amended by deleting this provision in its entirety and replacing it with "[Intentionally omitted]". Section 1.2 Section 4(c)(ii) of the phrase "December 22, 2021" contained therein Transaction Agreement is hereby amended by deleting the provision in its entirety and replacing it with "[Intentionally omitted]". Section 1.3 Section 4(d) of the Transaction Agreement is hereby amended by deleting the provision in its entirety... and replaced with "shall be permitted, and its subsidiaries shall be permitted, to issue equity interests (including rights to acquire equity interests) of such Party and such subsidiaries as it determines after consultation with the phrase "December 31, 2021". other Party." Section 1.4 Sections 11(a)(vi) and 11(a)(vii) of the Transaction Agreement are hereby deleted in its entirety. Section 1.5. AiPharma hereby waives compliance with the Transaction Agreement with respect to Aditxt's entry into that certain Letter of Intent with xxx dated December 1, 2021 and hereby consents to Aditxt's entry into this agreement. -1- Article 2. Miscellaneous. Section 2.1 Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. Section 2.2 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Transaction Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Transaction Agreement are ratified and confirmed and shall continue in full force and effect. The Parties agree that the Transaction Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. Section 2.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the Parties. Signatures transmitted by facsimile, electronic mail or other electronic transmission shall be effective as originals. Section 2.4 Entire Agreement. This Amendment and the Transaction Agreement constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Section 2.5 Miscellaneous. The terms and provisions of Sections 6, 7, 8, 9, 13, 14 and 15 of the Transaction Agreement are incorporated herein by reference as if set forth herein and shall apply mutatis mutandis to this Amendment. View More

Amendment. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the parties hereto in the same manner as this Agreement and which makes reference to this Agreement.

Amendment. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the parties hereto in the same manner as this Agreement and which makes reference to this Agreement.

Amendment. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the parties hereto in the same manner as this Agreement and which makes reference to this Agreement.

Amendment. This Agreement shall not be amended, changed, modified, terminated modified or terminated, or the obligations hereunder discharged, in whole or in part, part except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns. assigns, or otherwise provided in Section 10 of this Agreement.

Amendment. This Agreement shall not be amended, changed, modified, terminated or discharged, discharged in whole or in part, part except by an instrument in writing signed by both parties hereto, all Parties, or their respective successors or permitted assigns. assigns, or otherwise as provided herein.

Amendment. This Agreement shall not be amended, changed, modified, terminated modified or terminated, or the obligations hereunder discharged, in whole or in part, part except by an instrument in writing signed by both parties hereto, or their respective successors or permitted assigns.