Amendment Contract Clauses (12,532)

Amendment. Owner and Contractor hereby amend the VTC, as follows: a) Paragraph 2(a) of Amendment No. 4 to the VTC is deleted, and the following paragraph 2(a) is substituted in lieu thereof: The Phase 2 purchase price, before escalation, shall not increase above the price set forth in paragraph 2(a) of Amendment No. 3, so long as Purchaser provides an NTP to Contractor on or before March 31, 2019. For the avoidance of doubt, escalation will apply to the purchase price in accordance with Exhibit 11 which is... amended herewith to reflect the change in the planned NTP date. b) Paragraph 2(b) of Amendment No. 4 to the VTC is deleted in its entirety, and the following paragraph 2(b) is substituted in lieu thereof: Owner will have a "grace period" of seven months ending on March 31, 2019, to provide Contractor with an NTP. In this case, the Delivery Schedule set forth in Exhibit 19 will be extended for up to a corresponding number of days equal to the number of days from August 30, 2018 to the date the NTP is issued, but in no event will the Delivery Schedule shift out by more than an additional seven months. On or before issuance of the NTP, Owner shall have the option to eliminate the last (20) coaches in the Delivery Schedule from the Phase 2 Trains purchase. If Owner exercises that option, then the entire purchase for those 20 Coaches shall be deducted from the Phase 2 purchase price, and the parties shall execute an amendment to the Agreement reflecting the reduction in Coaches and price. In event that an NTP is not issued by Owner on or prior to March 31, 2019, Contractor shall nonetheless, construct 3 Type 1 (Smart) Coaches for Owner, to be delivered on or before March 31, 2024. Owner is granted an option to order 2 additional Type 1 (Smart) Coaches for an additional $8.5 million with a 50% down payment on September 31, 2019, 25% at completion of the carshells and the remaining 25% to be paid upon shipment of the 5th coach form the Contactors' facility. Shipment of the 5th coach would be no later than April 30, 2024. If Owner decided to exercise a re-start of Phase 2 NTP after March 31, 2019, the Parties shall mutually agree on a revised delivery schedule and pricing schedule. The Phase 2 re-start Order must be received by the Contractor no later than March 14, 2022. View More

Amendment. At any time prior to the Effective Time, this Agreement may be supplemented, amended or modified, whether before or after the adoption of this Agreement by the sole stockholder of Merger Sub, by the mutual consent of the parties to this Agreement by action by their respective boards of directors; provided, however, that, no amendment shall be effected subsequent to the adoption of this Agreement by the sole stockholder of Merger Sub that by law requires further approval or authorization by the s...ole stockholder of Merger Sub or the stockholders of the Company without such further approval or authorization. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. View More

Amendment. The terms of this award of Share Units as evidenced by this Agreement may be amended by the Teradata Board of Directors or the Committee.

Amendment. This Agreement may be modified, amended or otherwise changed only in a writing signed by the Company, on the one hand, and the Legion Representative (on behalf of itself and the other members of the Investor Group), on the other hand.

Amendment. (a) Section 7(a) of the Rights Agreement shall be amended by amending and restating the first sentence thereof to read in its entirety as follows: "Prior to the earlier of (i) the Close of Business on April 17, 2021 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof and (iii) the time at which the Rights are exchanged as provided in Section 24 hereof, at which time the Rights are deemed terminated (the earlier of (i), (ii) and (iii) bei...ng the "Expiration Date"), the registered holder of any Rights Certificate may, subject to the other provisions hereof, including without limitation Sections 7(e), 7(f), 9(c), 11(a) and 23 hereof, exercise the Rights evidenced thereby, in whole or in part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed (with such signature duly guaranteed, if required), to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the number of Units of Preferred Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be) for which such surrendered Rights are then exercisable." (b) Exhibit B of the Rights Agreement shall be amended by amending and restating the fifth full paragraph thereof to read in its entirety as follows: "The Rights are not exercisable until the Distribution Date and, unless earlier redeemed or exchanged by the Company as described below, will expire on the close of business on April 17, 2021. Under certain circumstances, as provided in the Rights Agreement, the exercisability of the Rights may be suspended. In no event, however, will the Rights be exercisable prior to the expiration of the period in which the Rights may be redeemed, as described below." Section 2. Officer's Certificate. Pursuant to Section 27 of the Rights Agreement, a certificate from an appropriate officer of the Company which states that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement is attached hereto as Exhibit A. Section 3. Construction. Except as specifically set forth herein, all terms and provisions of the Rights Agreement shall remain unchanged, unmodified and in full force and effect. The Rights Agreement shall be read together with and construed with this Amendment in all respects, and references in the Rights Agreement (i) to "this Agreement" (and indirect references thereto) shall be deemed to be references to the Rights Agreement as amended by this Amendment, and (ii) to "the Rights" or "a Right" (and indirect references thereto) shall be deemed to include, subject to the terms and provisions of the Rights Agreement, Rights that may be issued after the Expiration Date, as such term was defined in the Rights Agreement before the effect of this Amendment. Section 4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely in such State. Section 5. Counterparts. This Amendment may be executed (including by facsimile) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature. View More

Amendment. This Agreement may be amended only by a writing that is signed by Employee and the Company.

Amendment. This Agreement may not be varied, altered, modified or in any way amended except by an instrument in writing executed by the parties hereto or their legal representatives. In this regard, the Employer may, in its sole discretion, elect to amend this Agreement to extend (but not reduce) the time period or term within which severance benefits may be due by changing the date from May 31, 2018 to a later date. To be effective, any such change to increase the time period or term in which severance be...nefits may become payable must be memorialized in writing, approved by the Board of Parkway or its Successor, and signed by President & CEO of the Employer and the Employee. View More

Amendment. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces your rights shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.

Amendment. Any amendment to the Plan shall be deemed to be an amendment to these Terms and Conditions to the extent that the amendment is applicable hereto; provided, however, that no amendment shall materially impair the rights of Grantee under the Award Letter and these Terms and Conditions without Grantee's consent. Performance-Based RSU Terms and ConditionsCMD Purview March 20198 14. Severability. In the event that any provisions of these Terms and Conditions shall be invalidated for any reason by a co...urt of competent jurisdiction, the invalidated provision shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. View More

Amendment. The Board or the Committee may amend, suspend or terminate this Agreement subject to the terms of the Plan. Except as otherwise provided in the Plan, no modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced. 3 9. Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by regular United States ma...il, first class and prepaid, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify): If to the Company, to: Henry Schein, Inc. 135 Duryea Road Melville, New York 11747 Attention: General Counsel If to the Participant, to the address on file with the Company. View More