Amendment Contract Clauses (38,017)

Amendment. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only with the prior written consent of you and the Company.

Amendment. The Board or the Committee may amend the Plan from time to time in such manner as it may deem advisable. Nevertheless, neither the Board nor the Committee may, without obtaining approval within twelve months before or after such action by such vote of the Sponsor's shareholders as may be required by Pennsylvania law for any action requiring shareholder approval, or by a majority of votes cast at a duly held shareholders' meeting at which a majority of all voting stock is present and voting on... such amendment, either in person or in proxy (but not, in any event, less than the vote required pursuant to Rule 16b-3(b) under the 1934 Act) change the class of individuals eligible to receive an Incentive Stock Option, extend the expiration date of the Plan, decrease the minimum option price of an Incentive Stock Option granted under the Plan or increase the maximum number of shares as to which Options may be granted, except as provided in Paragraph 10 hereof. -17- (b) Repricing of Options and Cash Rights. Notwithstanding any provision in the Plan to the contrary, neither the Board nor the Committee may, without obtaining prior approval by the Sponsor's shareholders, reduce the option or exercise price of any issued and outstanding Option or Cash Right granted under the Plan, including through cancellation and regrant or any other method (including the repurchase of an Option or Cash Right that is "out of the money" in exchange for an Option, Cash Right, cash and/or other property), at any time during the term of such option or Cash Right (other than by adjustment pursuant to Paragraph 10 relating to Changes in Capitalization). This Paragraph 13(b) may not be repealed, modified or amended without the prior approval of the Sponsor's shareholders. View More

Amendment. Section 101(3) is hereby amended and restated in its entirety to read as follows: "all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" means generally accepted accounting principles in Canada which are in effect from time to time, unless the Person's most recent audited or quarterly financial... statements are not prepared in accordance with generally accepted accounting principles in Canada, in which case "generally accepted accounting principles" shall mean generally accepted accounting principles in the United States in effect from time to time; and" 3. Effect. This Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto. View More

Amendment. This Agreement may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by the Company and the Guarantor.

Amendment. The Agreement shall be amended as follows: 1.01. Amortization. Section 2.2.4.3 of the Agreement shall be amended and restated as follows: "2.2.4.3 Amortization. Commencing on December 5, 2016, the Company shall make monthly amortization payments on the Notes in an amount, as of the date of such payment, equal to (x) the then outstanding principal amount divided by (y) the number of months left until the Maturity Date. The amount of the monthly amortization payment shall be calculated by the... Company, and provided to the Collateral Agent for review, initially prior to the first such payment and recalculated following any optional or mandatory prepayment". 1.02. Minimum Liquidity. Section 6.10 of the Agreement shall be amended and restated as follows: "6.10 Minimum Liquidity. The Company shall maintain not less than (x) One Million Dollars ($1,000,000) in unrestricted cash and Cash Equivalents ("Liquidity") from the Closing Date through November 1, 2015, (y) Two Hundred Thousand Dollars ($200,000) in Liquidity from March 1, 2016 through June 30, 2016, and (z) One Million Dollars ($1,000,000) in Liquidity from and after December 5, 2016, in each case not including amounts on deposit in the Cash Collateral Account except to the extent the Company is entitled to such amounts and shall provide weekly certifications demonstrating the Company's Liquidity. Commencing December 5, 2016, such certifications demonstrating the Company's Liquidity shall be provided by 5:00 p.m. PST on each Friday (or, if Friday is a bank holiday, on the immediately preceding day that is not a bank holiday), shall show Liquidity on that day and shall be accompanied by evidence satisfactory to the Collateral Agent. Section 2. Effectiveness. The effectiveness of this Seventh Amendment is subject to: 1. the receipt by the Collateral Agent of the following: (i) fully executed copies of this Seventh Amendment and (ii) an officer's certificate from an Authorized Officer of the Company certifying that the representations and warranties of the Company contained in this Agreement are true and correct as of the date hereof in all material respects, and that there exists no Default or Event of Default, after giving effect to this Seventh Amendment; and 2. the Company's payment of all fees and expenses (including attorneys' fees) to the extent invoiced on or before the date hereof (including, without limitation, reasonable fees and disbursements of Ropes & Gray LLP) incurred by the Collateral Agent in connection with the preparation, negotiation, execution and delivery of this Seventh Amendment or otherwise owing under the Agreement; provided, that the Company agrees to promptly pay any additional such amounts invoiced following the effectiveness of the Seventh Amendment. Section 3. Miscellaneous. Except as specifically amended or waived above, the Agreement and the other Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Seventh Amendment shall not operate as a waiver of any right, power or remedy of the Collateral Agent or any Purchaser under the Agreement or any Document, nor constitute a waiver of any provision of the Agreement or any Document, except as specifically provided by this Seventh Amendment. This Seventh Amendment is a Document, and a part of the Agreement, for all purposes of the Agreement. This Seventh Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a counterpart signature page by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a "PDF" file) shall be effective as delivery of a manually executed counterpart signature page. Section headings used in this Seventh Amendment are for reference only and shall not affect the construction of this Seventh Amendment. View More

Amendment. The Agreement is hereby amended by deleting Attachment C in its entirety, and amending Section 1.1(u) to read as follows: "(u) "PAP Patient" shall mean any Included Patient who is enrolled in the Patient Assistance Program as established by UT from time to time and operating in accordance with guidelines developed by UT. UT shall provide DISTRIBUTOR with the eligibility criteria for this program, which UT may update from time to time in its discretion, upon written notice to DISTRIBUTOR." 3.... COUNTERPARTS. This Amendment may be executed in any number of counterparts and via facsimile, email or other electronic form of transmission, and each of such counterparts shall for all purposes be deemed original, and all such counterparts shall together constitute one and the same instrument. View More

Amendment. This Option Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Option Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Option Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment materially impairing your rights hereunder may be made without... your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Option Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating to that portion of your option which is then subject to restrictions as provided herein. Your option is granted to you effective as of the Date of Grant set forth in the Grant Notice. This Option Agreement shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Option Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan shall control. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows. View More

Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended to amend and restate the definition of "Capitalization Rate" set forth in Section 5.1 of the Credit Agreement to read as follows: "Capitalization Rate" means 6.50% for all Real Properties. Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 2.1. The Borrower, the... Guarantors, the Lenders and the Administrative Agent shall have executed and delivered to the Administrative Agent this Amendment; 2.2. The Borrower shall have delivered an Available Amount Certificate setting forth the components of the Available Amount giving effect to the deletion of the Orangeburg Property (as defined below) as Borrowing Base Property, and certifying that no Default or Event of Default is then continuing and that such deletion shall not result in a violation of the Borrowing Base Requirements. 2.3. Legal matters incident to the execution and delivery of this Amendment shall be reasonably satisfactory to the Administrative Agent and its counsel. Section 3. Representations. In order to induce the Administrative Agent and the Lenders to execute and deliver this Amendment, the Borrower and each Guarantor hereby represents to the Administrative Agent and the Lenders that (a) after giving effect to this Amendment, the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct in all material respects as of the date hereof (or, if any such representation and warranty is expressly stated to have been made as of a specific date, as of such specific date) and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment. Section 4. Miscellaneous. 4.1. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, the other Loan Documents, 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 Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 4.2. The Borrower agrees to pay on demand all reasonable costs and out-of-pocket expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent. 4.3. (a) The Borrower has notified the Administrative Agent that the property located at 29 Corporate Drive, Orangeburg, NY (the "Orangeburg Property") that was owned by MREIC Orangeburg NY, LLC, a New York limited liability company (the "Orangeburg Guarantor") has been sold and ceases to be a Borrowing Base Property and that the Orangeburg Guarantor does not otherwise own any Borrowing Base Properties. The Administrative Agent hereby acknowledges and agrees that the Orangeburg Guarantor is hereby released from its obligations as a Guarantor under the Credit Agreement. (b) Each Guarantor consents to the amendments and modifications to the Credit Agreement as set forth herein (including the Orangeburg Guarantor release in Section 4.3(a) above) and confirms all of its obligations under its Guaranty remain in full force and effect. Furthermore, each Guarantor acknowledges and agrees that the consent of the Guarantors, or any of them, to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained. 4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Amendment by Adobe portable document format (a "PDF") via e-mail or by facsimile shall be effective as an original. This Amendment shall be governed by the internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another jurisdiction. View More

Amendment. Pursuant to Section 9.09 of the Original Agreement, the Original Agreement is hereby amended as follows: (a) the date "January 31, 2018" in Section 7.03(f) of the Original Agreement is hereby amended to read "February 28, 2018"; (b) the date "February 1, 2018" in Section 2.07(a)(ii) of the Original Agreement is hereby amended to read "February 13, 2018"; (c) Section 5.01(b) of the Original Agreement is hereby amended in its entirety to provide as follows: "(b) Following the Effective Date,... Parent shall conduct a private placement (the "Preferred Offering") of no more than 2,000,000 shares ("Preferred Offering Shares") of Parent Series A Preferred Stock under Rule 506(c) of Regulation D under the Securities Act at a price per share of not less than $5.50. The Parties acknowledge that the placement agent for the Preferred Offering shall be paid commissions of 10% of the offering price of the Preferred Offering Shares to investors and a non-accountable expense allowance of one percent (1%) of the gross proceeds raised in the Preferred Offering. If the conditions stated in Section 6.01(h) and Section 6.02(f) have been met or have been waived by Parent and Shareholders' Representative, Parent will have the right to sell all unsold Preferred Offering Shares after the Closing on the same terms as the sales that occurred before the Closing, other than the sales price per share thereof, which may be equal to or higher than $5.50 per share."; (d) Section 4.03(f) of the Original Agreement is hereby amended in its entirety to provide as follows: "(f) As of the Closing Date, except for Parent Series A Preferred Stock as contemplated by Section 5.01(a), Parent shall not have any outstanding options, warrants or other securities convertible into Parent Common Stock."; and (e) The definition of "Placement Agent Warrants" in Article I of the Original Agreement is hereby deleted in its entirety. View More

Amendment. This Release cannot be amended, except by a written document signed by the party against whom enforcement of any such amendment is sought.