Amendment Contract Clauses (38,017)

Amendment. This letter agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, but only by a written instrument signed by both parties hereto.

Amendment. (a) This Agreement may be amended by the Company and the Warrant Agent with the consent of the Required Warrant Holders. (b) Notwithstanding the foregoing, the Company and the Warrant Agent may, without the consent or concurrence of the Holders of the Warrant Certificates, by supplemental agreement or otherwise, amend this Agreement for the purpose of making any changes or corrections in this Agreement that (i) are required to cure any ambiguity or to correct or supplement any defective or... inconsistent provision or clerical omission or mistake or manifest error herein contained or (ii) add to the covenants and agreements of the Company in this Agreement further covenants and agreements of the Company thereafter to be observed, or surrender any rights or powers reserved to or conferred upon the Company in this Agreement; provided, however, that in either case such amendment shall not adversely affect the rights or interests of the Holders of the Warrant Certificates hereunder in any material respect. 30 (c) The consent of each Holder of any Warrant Certificate evidencing any warrants affected thereby shall be required for any supplement or amendment to this Agreement or the Warrants that would: (i) increase the Exercise Price or decrease the number of shares of Common Stock receivable upon exercise of Warrants, in each case other than as provided in Section 5.1; (ii) cause the Expiration Date to be changed to an earlier date; or (iii) modify the provisions contained in Section 5.1 in a manner adverse to the Holders of Warrant Certificates generally with respect to their Warrants. (d) The Warrant Agent shall join with the Company in the execution and delivery of any such amendment unless such amendment affects the Warrant Agent's own rights, duties or immunities hereunder, in which case the Warrant Agent may, but shall not be required to, join in such execution and delivery; provided, that as a condition precedent to the Warrant Agent's execution of any amendment to this Agreement, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that states that the proposed amendment is in compliance with the terms of this Section 13. Upon execution and delivery of any amendment pursuant to this Section 13, such amendment shall be considered a part of this Agreement for all purposes and every Holder of a Warrant Certificate theretofore or thereafter countersigned and delivered hereunder shall be bound thereby. (e) Promptly after the execution by the Company and the Warrant Agent of any such amendment, unless the Company has made a filing with the Commission, including pursuant to a current report on Form 8-K, which filing discloses such adjustment, the Company shall give notice to the Holders of Warrant Certificates, setting forth in general terms the substance of such amendment, in accordance with the provisions of Section 11.1(b). Any failure of the Company to mail such notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. View More

Amendment. This Agreement may be amended by the mutual assent of the Parties hereto at any time prior; provided, however, that any amendment must be by an instrument or instruments in writing signed and delivered on behalf of each of the Parties hereto.

Amendment. Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are hereby in all respects ratified and affirmed. All references to the Agreement hereafter shall be deemed to refer to the Agreement, as amended by this Amendment.

Amendment. This Letter Agreement may be amended, modified, or supplemented only by written agreement of the parties hereto.

Amendment. The Parties agree that (a) the due date for Company and Licensee to enter into the Development Supply Agreement shall be extended to [***], and (b) the due date for Company and Licensee to enter into the Pharmacovigilance Agreement shall be extended to [***].

Amendment. This Agreement may only be amended by a written agreement executed by each Party.

Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, as of the Fifth Amendment Effective Date, the Borrower, the other Loan Parties, the Administrative Agent and the Signatory Lenders, who constitute all of the Lenders under the Credit Agreement, hereby agree that the Credit Agreement is amended as follows: (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions: "Fifth Amendment" means that certain Amendment No. 5... to Credit Agreement, dated as of July 29, 2021, by and among the Borrower, Holdings, the Project Company, the Administrative Agent and the Required Lenders. "Fifth Amendment Effective Date" has the meaning assigned to such term in the Fifth Amendment. 2 (b) Annex I to the Credit Agreement is hereby deleted and replaced in its entirety as set forth in Exhibit A attached hereto. (c) The reference to "July 30, 2021" is hereby changed to "September 15, 2021" in (i) the definition of "Cash Reserve Account", (ii) Section 5.29(g)(i)(A) of the Credit Agreement and (iii) Section 5.30(a) of the Credit Agreement. View More

Amendment. The Credit Agreement is amended as set forth below: (a) Section 6.5 is amended to read as follows: " "6.5. Financial Covenants. (a) Tangible Adjusted Net Worth. Maintain at all times a Tangible Adjusted Net Worth in an amount not less than $27,000,000. (b) Fixed Charge Coverage Ratio. Cause to be maintained a Fixed Charge Coverage Ratio of not less than 1.15 to 1.0 for (i) the one quarter period ending as of December 31, 2021; (ii) the two quarter period ending as of March 31, 2022; (iii) the... three quarter period ending as of June 30, 2022; and (iv) the four quarter period ending as of September 30, 2022 and for each fiscal quarter thereafter. (c) Minimum Undrawn Availability. Maintain Undrawn Availability of at least $3,000,000 at all times until receipt by Agent of Borrower's December 31, 2021 Compliance Certificate." (b) Exhibit 1.2(a) is deleted in its entirety and replaced with a new Exhibit 1.2(a) attached hereto and incorporated herein by reference. View More

Amendment. No amendment, modification or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all of the parties thereto. 45 #94399344v20 5. Headings. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Joinder Agreement.