Amendment Contract Clauses (37,886)

Amendment. The following defined term in Schedule 1.1a to the Agreement is hereby amended and restated as follows: "Permitted Purchase Money Indebtedness" means, as of any date of determination, (i) Purchase Money Indebtedness of Borrower, in an aggregate principal amount outstanding at any one time not in excess of $$9,973,760.00 (less any principal repayments made in respect thereof), evidenced by that certain Secured Promissory Note, dated on or about November 18, 2019, by Borrower and made payable to... GTC, Inc. (together with its successors and assigns and subsequent holders), entered into in connection with the purchase by Borrower of a 30,000 single channel GCL system and related equipment, and (ii) other Purchase Money Indebtedness incurred after the Original Closing Date in an aggregate principal amount outstanding at any one time not in excess of $1,000,000. View More

Amendment. This Agreement may be amended or modified only by a written agreement signed by the Company and the Participant; provided, however, that the Board may amend or alter this Agreement and the Award granted hereunder at any time, subject to the terms of the Plan.

Amendment. The definition of "Guarantors" contained in Section 1.1 of the Loan Agreement is hereby amended by deleting such definition in its entirety and substituting in lieu thereof a new definition of "Guarantors" to read as follows: "Guarantors" means, collectively, CIAC Corporation, a Nevada corporation, Wilton Acquisitions, LLC, a Georgia limited liability company, CC Serve Corporation, a Georgia corporation, and Mobile Tech Investments, LLC, a Georgia limited liability company, and "Guarantor"... means any one of them. View More

Amendment. Effective as of the Seventh Amendment Effective Date, the Required Lenders, the Borrower, and each of the Guarantors hereby agree as follows: (a)The following defined terms are added to Schedule 1.1A to the Agreement in the appropriate alphabetical order: "Disclosure Restrictions" means none of the Loan Parties will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that in their good... faith judgment constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which in their good faith judgment disclosure is prohibited by any Legal Requirements or any binding agreement or (iii) that in their good faith judgment is subject to attorney client or similar privilege or constitutes attorney work product. "Seventh Amendment" means that certain Amendment No. 7 to Third Amended and Restated Credit and Security Agreement and Waiver, dated as of February 7, 2020, among the Borrower, the Guarantors party thereto and the Lenders party thereto. 2 "Seventh Amendment Effective Date" shall mean February 7, 2020, subject to the satisfaction of the conditions to effectiveness set forth in Section 3 of the Seventh Amendment. (b)The parenthetical "(as defined in the Second Amended and Restated Agreement)" in the definition of "Obligations" is amended and restated in its entirety as follows "(as defined in the Second Amended and Restated Credit Agreement)". (c)Section 2.II. (c)(vi) of the Fifth Amendment is amended and restated in its entirety as set forth below: "(vi)the representations and warranties of Borrower and each other Loan Party or its Subsidiaries contained in the Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of the Fifth Amendment Additional Advance Date (before and after giving effect to making the Fifth Amendment Additional Advances), as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct as of such earlier date);" (d)Schedule 6.1 (Financial Statements, Reports, Certificates) to the Agreement is hereby amended and restated in its entirety to read in full as set forth on Schedule 6.1 hereto. View More

Amendment. The Corporation may amend this Certificate of Designation only with the approving vote of holders of a majority of the then-outstanding shares of Series A Preferred Stock.

Amendment. (a) New Definitions. Section 1.01 of the Financing Agreement is hereby amended by adding the following definitions, in appropriate alphabetical order: (i) ""Amendment No. 1" means Amendment No. 1 to Financing Agreement, dated as of December 27, 2019, by and among the Loan Parties, the Administrative Agent and the Lenders." (ii) ""Amendment No. 1 Effective Date" means the "Amendment Effective Date" as set forth in Amendment No.

Amendment. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto; provided that the Company may alter, modify or amend this Agreement unilaterally if such change is not materially adverse to the Participant or to cause this Agreement to comply with applicable law.

Amendment. Amendments to the Agreement: a. Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following: "Credit Facility. Subject to the terms of this Agreement, CDF agrees to provide to Dealer an inventory floorplan credit facility of (i) except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($250,000,000.00), (ii) during any Temporary Uplift Period, Three Hundred Twenty Five Million Dollars ($325,000,000.00) and (iii) during any 2020 Uplift Period,... Three Hundred Million Dollars ($300,000,000.00); provided, however, that at no time will the sum of (a) the principal amount outstanding under Dealer's inventory floorplan credit facility with CDF under this Agreement, (b) the Letter of Credit Obligations (as defined in the BFA (as defined below)) and (c) the principal amount outstanding under Dealer's Accounts Receivable Facility (as defined in the BFA) (the "Aggregate Outstandings") exceed the Aggregate Facility Limit (as defined below). CDF's decision to advance funds will not be binding until the funds are actually advanced. In addition, subject to the terms of the Amended and Restated Business Financing Agreement between CDF and Dealer dated July 23, 2012, as amended, restated, amended and restated, modified, extended, renewed, substituted, and/or supplemented from time to time (the "BFA"), CDF agrees to provide to Dealer an accounts receivable facility of: (i) between February 14, 2020 through April 14, 2020 Seventy-Five Million Dollars ($75,000,000.00) and (ii) after April 14, 2020, Fifty Million Dollars ($50,000,000.00); provided, however, that at no time will the Aggregate Outstandings exceed the Aggregate Facility Limit. CDF's decision to advance funds will not be binding until the funds are actually advanced. 1 If, at any time, the Aggregate Outstandings exceeds the then applicable Aggregate Facility Limit, Dealer will immediately pay to CDF an amount not less than the difference between (i) the Aggregate Outstandings and (ii) the Aggregate Facility Limit. As used herein, "Aggregate Facility Limit" means (i) except during a Temporary Uplift Period, Two Hundred Fifty Million Dollars ($250,000,000.00), (ii) during any Temporary Uplift Period, Three Hundred Twenty Five Million Dollars ($325,000,000.00) and (iii) during any 2020 Uplift Period, Three Hundred Million Dollars ($300,000,000.00). As used herein, "Temporary Uplift Period" means the period in any year starting in 2018, beginning on the date of Dealer's electronic notification to CDF of its election to temporarily increase Dealer's inventory floorplan credit facility, which such date shall not be earlier than July 1 of such year, and ending on the earlier of (i) the date that is 90 days following the date of such election and (ii) October 31 of such year. As used herein, "2020 Uplift Period" means the 90 day period ending on May 5, 2020." b. Section 6 of the Agreement is hereby amended by deleting the second to last sentence in such Section and replacing it with the following: "Notwithstanding the foregoing subsections (k) and (l), Dealer, from time to time, may make a dividend to ePlus inc. if, after giving effect to such dividend, and as of the date of such dividend, (i) Dealer is not in default under the terms and conditions of this Agreement, (ii) Dealer's Available Borrowing is not less than Twenty Million Dollars ($20,000,000.00) and (iii) Dealer does not have any outstandings under its Accounts Receivable Facility with CDF (provided that this clause (iii) shall not apply as of March 31, 2020)." 2. Each Dealer hereby ratifies and confirms the Agreement, as amended hereby, and each Other Agreement (as defined in Amended and Restated Business Financing Agreement between CDF and Dealer dated July 23, 2012, as amended, restated, amended and restated, modified, extended, renewed, substituted, and/or supplemented from time to time) executed by such Dealer in all respects. This Amendment may be executed by any party to this Amendment by original signature, facsimile and/or electronic signature. View More

Amendment. 1.1 The Loan Agreement is hereby amended to reflect the changes which are attached as Exhibit A hereto, such that on the Fourth Amendment Closing Date the terms set forth in Exhibit A hereto which appear in bold and double underlined text (inserted text) shall be added to the Loan Agreement and the terms appearing as text which is stricken (deleted text) shall be deleted from the Loan Agreement. 1.2 Each reference in the Loan Agreement to "this Agreement" and the words "hereof," "herein,"... "hereunder," or words of like import, shall mean and be a reference to the Loan Agreement as amended by this Amendment. View More

Amendment. a. The Parties hereby agree to amend the Agreement by amending and restating Section 1.22 in its entirety as follows: "1.22 "Registrable Securities" means (i) any Common Stock issued to, or purchased by, the Investors pursuant to (A) the Purchase Agreement, (B) that certain Purchase and Sale Agreement dated as of February 12, 2015 by and among the Insight Investors, SunTrust Banks, Inc. (or any affiliates thereof), the Company and Live Oak Bancshares, Inc., (C) that certain Common Stock... Purchase Agreement dated as of May 25, 2016, by and among the Company and the Purchasers listed on Exhibit A thereto (the "2016 Primary Purchase Agreement"), (D) that certain Purchase and Sale Agreement dated as of May 25, 2016, by and among the Company and the stockholders and Purchaser listed on Exhibit A thereto (the "2016 Secondary Purchase Agreement"), (E) that certain Common Stock Purchase Agreement dated as of January 28, 2014 by and between the Company and the Investors listed on Exhibit A thereto, (F) that certain Offer to Purchase and Letter of Transmittal distributed to certain stockholders of the Company by the Insight Investors on or about November 23, 2016 (the "Offer to Purchase"), (G) that certain Common Stock Purchase Agreement, dated as of July 31, 2017, by and among the Company and the Investors listed on Exhibit A thereto (the "2017 Common Stock Purchase Agreement"), (H) that certain Common Stock Purchase Agreement, dated as of January 16, 2018, by and among the Company and the Investors listed on Exhibit A thereto (the "2018 Common Stock Purchase Agreement"), or (I) that certain Purchase and Sale Agreement dated as of the January 16, 2018, by and among Salesforce Ventures LLC and the selling stockholder set forth therein (the "2018 Secondary Purchase Agreement"); and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement." b. The Parties hereby agree to amend the Agreement by amending and restating Section 6.13 in its entirety as follows: "6.13 Additional Investors. Notwithstanding anything to the contrary contained herein, any purchaser of shares of Common Stock on or after the date hereof pursuant to the Purchase Agreement, the 2016 Primary Purchase Agreement, the 2016 Secondary Purchase Agreement, the Offer to Purchase, the 2017 Common Stock Purchase Agreement, the 2018 Common Stock Purchase Agreement, or the 2018 Secondary Purchase Agreement may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an "Investor" for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an "Investor" hereunder. Immediately thereafter, Schedule A to this Agreement will be amended to list the new Investors hereunder." c. The Parties hereby agree to amend the Agreement by amending and restating Schedule A to the Agreement in its entirety with the Schedule A attached hereto. View More