Amendment Contract Clauses (37,884)

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... court 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... mail, 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

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

Amendment. This Plan may be amended or modified by the Board of Directors of the Company at any time prior to the Effective Time, provided that such an amendment shall not alter or change (a) the amount or kind of shares or other securities to be received hereunder by the shareholders of the Company, or (b) any term of the Delaware Certificate of other than changes permitted to be made without shareholder approval by the DGCL.

Amendment. This Agreement may only be amended by a writing signed by each of the parties hereto; provided that the Company may amend this Agreement without Participant's consent, if the amendment does not materially impair Participant's rights hereunder or as otherwise permitted in Section 4(f), above. 2 13. Governing Law. This Agreement will be construed in accordance with the laws and judicial decisions of the State of Delaware, without regard to the application of the principles of conflicts of laws.

Amendment. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of PALI and the Required Holders (as defined in the Warrants and the RRA). Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Holder and PALI. No such amendment shall be effective to the extent that it applies to less than all of the holders of the... Warrants. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all the holders of the Warrants. 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.

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