Amendment Contract Clauses (12,532)

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 statemen...ts 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. 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 su...ch 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. 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 Corporation may modify, amend or waive the terms of this award, prospectively or retroactively, but no such modification, amendment or waiver shall impair the rights of Participant without his or her consent, except as required by applicable law, NYSE or stock exchange rules, tax rules or accounting rules. Prior to the effectiveness of any modification, amendment or waiver required by tax or accounting rules, the Corporation will provide notice to Participant and the opportunity for Particip...ant to consult with the Corporation regarding such modification, amendment or waiver. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. View More

Amendment. Section 3(a)(i) of the Employment Agreement is hereby deleted and replaced with the following: "(i) Executive shall receive an annual base salary of Two Hundred Thousand Dollars ($200,000) for the Term (the "Base Salary"), payable semi-monthly, which Base Salary may be reviewed and increased on an annual basis by the Board or a committee thereof to reflect the rate of inflation in effect at such time." 2. Severability. The provisions of this Amendment are severable and if any part or it is found... to be unenforceable the other paragraphs shall remain fully valid and enforceable. View More

Amendment. Subject to the terms and conditions of this Agreement (including, without limitation, the satisfaction (or waiver) of the conditions set forth in Sections 7.1 and 7.2 below), the Company and the Noteholder hereby agree that, subject to the prior receipt by the Company of consents from the Required Holders approving the Amendment, the Amendment will be effective automatically and without any further action at 10:00 a.m., New York time, on the first to occur of (a) January 30, 2017, and (b) the fi...rst business day following the Company's receipt of fully executed copies of this Agreement from each and every holder of Original Notes outstanding as of the date hereof (such date and time being the "Amendment Time"). 1.1 Upon execution of this Agreement, the Noteholder shall irrevocably consent to the Amendment, which upon receipt by the Company of consents from the Required Holders approving of the Amendment prior to the Amendment Time (the "Approval"), will automatically and without any further action result in all the outstanding Original Notes being amended and restated as of the Amendment Time, with each of the Original Notes, as so amended and restated, to be substantially in the form attached hereto as EXHIBIT A. 1.2 As of the Amendment Time and subject to the Approval, all the Original Notes outstanding as of the Amendment Time shall be amended, restated, replaced and superseded in their entirety by the Amended Notes, and all Original Notes shall be deemed cancelled in their entirety, to cease to exist and to be of no further force and effect. 1.3 In addition to a properly completed and signed signature page to this Agreement delivered by the Noteholder to the Company in accordance with Section 9.13, any holder of Original Notes who wishes to consent to the Amendment must also mail or otherwise deliver to the Company the certificate(s) representing its Original Notes prior to the Amendment Time. The certificate(s) representing its Original Notes should be delivered to the contact set forth on the Company's signature page to this Agreement. The method of delivery of the Original Note certificate(s) is at the election and risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the Company of the Original Note certificate(s) before the Amendment Time. In the event the Approval is not obtained prior to January 31, 2017 or this Agreement is otherwise terminated pursuant to Section 8, any delivered Original Note certificate(s) will be returned to the applicable holder at the Company's expense as promptly as practicable after January 31, 2017. 2 1.4 Upon the Approval, the Company shall promptly deliver or cause to be delivered to each holder of then-outstanding Original Notes (including the Noteholder) the Amended Note of such holder in a principal amount equal to that of the principal amount of such holder's Original Notes, which in no event shall be later than two Business Days after the Amendment Time. The Noteholder's Amended Note shall be referred to herein as the "Noteholder Amended Note". 1.5 For the sake of clarity, from and after the Amendment Time, each of the following defined terms in the Transaction Documents (as defined in the Securities Purchase Agreement) includes the following: (a) the defined term "Notes" will include the Amended Notes as defined in the recitals to this Agreement; and (b) the defined term "Conversion Shares" will include the Conversion Shares as defined in the recitals to this Agreement. View More

Amendment. Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, this Award Agreement and the Restricted Share Units, prospectively or retroactively in time (and in accordance with Section 409A of the Code with regard to awards subject thereto); provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adve...rsely affect the rights of the Participant or any holder or beneficiary of the Restricted Share Units shall not to that extent be effective without the consent of the Participant, holder or beneficiary. The Committee is authorized to make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, the Award Agreement and the Restricted Share Units as set forth in the Plan. View More

Amendment. Effective June 1, 2016, the Executive agrees to a return to their Base Salary of $18,000 CDN per month as stated in Section 3; 3.1 of the Employment Agreement.

Amendment. Subject to the terms of the Plan, this Agreement may be modified or amended by the Committee; provided that no such amendment shall materially and adversely affect the rights of Grantee hereunder without the consent of Grantee. Notwithstanding the foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or ...other guidance and federal securities laws.13. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Shares, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.14. Applicable Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. View More

Amendment. Subject to Sections 2 and 7 of this Agreement and Section 10.6 of the Plan, this Agreement may be amended only by a writing executed by the parties hereto if such amendment would adversely affect Director. Any such amendment shall specifically state that it is amending this Agreement.