Grouped Into 328 Collections of Similar Clauses From Business Contracts
This page contains Amendment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Amendment. Section 1.1 of the Securities Purchase Agreement is hereby amended and restated so that Equity Conditions is deleted in its entirety and replaced with the following: "Equity Conditions" means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respec...t of this Note, (c) (i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) the issuance of the shares in question to the Holder would not violate the limitations set forth in Section 4(d) in the Note, (g) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (h) the applicable Holder is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information, (i) the Company has timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, (j) the Company shares of common stock must be DWAC Eligible and not subject to a "DTC chill" and (k) the Conversion Shares must be delivered via an "Automatic Conversion" of principal and/or interest. (b) Purchase. Section 2.1 of the Securities Purchase Agreement is hereby amended and restated as follows: The Purchaser will purchase an aggregate of up to $450,000 in Subscription Amount of Notes, corresponding to an aggregate of $472,500 in Principal Amount of Notes. The purchase will occur in three (3) tranches (each a "Tranche"), with the first Tranche of $150,000 ("First RDW Note") with a principal amount of $157,500 being closed on upon execution of this Agreement. The second Tranche will be for $100,000 ("Second RDW Note") with a principal amount of $105,000 and will occur within five (5) Business Days after the filing date of the Registration Statement. The third Tranche will be for $200,000 ("Third RDW Note") with a principal amount of $210,000 and will occur three (3) days after the date that the Company's registration statement on Form S-1 originally filed on February 22, 2016, is declared effective by the SEC.View More
Amendment. Section 1.1 of the Securities Purchase Agreement is hereby amended and restated so that Equity Conditions is deleted in its entirety and replaced with the following: "Equity Conditions" means, during the period in question, (a) the Company shall have duly honored all conversions and redemptions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the Holder, if any, (b) the Company shall have paid all liquidated damages and other amounts owing to the Holder in respec...t of this Note, (c) (i) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares of Common Stock issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of interest) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions as determined by the counsel to the Company as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the Holder, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) the issuance of the shares in question to the Holder would not violate the limitations set forth in Section 4(d) in the Note, (g) there has been no public announcement of a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, (h) the applicable Holder is not in possession of any information provided by the Company that constitutes, or may constitute, material non-public information, (i) the Company has timely filed (or obtained extensions in respect thereof and filed within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, (j) the Company shares of common stock must be DWAC Eligible and not subject to a "DTC chill" and (k) (m) the Conversion Shares must be delivered via an "Automatic Conversion" of principal and/or interest. (b) Purchase. Section 2.1 of the Securities Purchase Agreement is hereby amended and restated as follows: Purchase. The Purchaser will purchase an aggregate of up to $450,000 $2,250,000 in Subscription Amount of Notes, corresponding to an aggregate of $472,500 $2,362,500 in Principal Amount of Notes. The purchase will occur in three (3) six (6) tranches (each a "Tranche"), with the first Tranche of $150,000 ("First RDW Note") with a principal amount of $157,500 being closed on upon execution of this Agreement. The second Tranche will be for $100,000 ("Second RDW Note") with a principal amount of $105,000 and will occur within five (5) Business Days after the filing date of the Registration Statement. The third Tranche will be for $200,000 ("Third RDW Note") with a principal amount of $210,000 $500,000 and will occur three (3) days within five (5) Business Days after the effective date that of the Company's Registration Statement. The fourth Tranche will be for $500,000 and will occur within five (5) Business Days after the effective date of a registration statement on Form S-1 originally filed on February 22, 2016, registering the shares of Common Stock underlying the Note related to such Tranche. The fifth Tranche will be for $500,000 and will occur within five (5) Business Days after the effective date of a registration statement registering the shares of Common Stock underlying the Note related to such Tranche. The sixth Tranche will be for $500,000 and will occur within five (5) Business Days after the effective date of a registration statement registering the shares of Common Stock underlying the Note related to such Tranche. The Purchaser shall not be required to fund the second through sixth Tranches if the Company is declared effective by the SEC. in default of any Note or this Agreement. View More
Amendment. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and Grantee, and as approved by the Committee.
Amendment. Except as provided herein, herein or in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and Grantee, and Optionee, or as approved by the Committee.
Amendment. This Amendment Agreement may be amended amended, modified or superseded only by a written instrument executed by both of the parties hereto.
Amendment. The Agreement is hereby amended as follows: Section 4.1 of the Agreement is hereby deleted and replaced in its entirety with the following: "4.1Base Salary. As compensation for the Employee's services rendered hereunder, the Company shall pay to the Employee a base salary at an annual rate equal to three hundred thirty thousand dollars ($330,000) (the "Base Salary"). The Base Salary shall be payable to the Employee in accordance with the Company's standard payroll policies for management personn...el." 2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the conflict of laws of such state.View More
Amendment. The Agreement is hereby amended as follows: Section 1.1Section 4.1 of the Agreement is hereby deleted and replaced in its entirety with the following: "4.1Base Salary. As compensation for the Employee's services rendered hereunder, the Company shall pay to the Employee a base salary at an annual rate equal to three six hundred thirty thousand dollars ($330,000) ($600,000) (the "Base Salary"). The Base Salary shall be payable to the Employee on a monthly basis in accordance with the Company's sta...ndard payroll policies for management personnel." 2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado without regard to the conflict of laws of such state. View More
Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the PSUs as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto. 3 15. Section 409A. This Agreement and the PSUs granted hereunder are intended to fit within the "short-term deferral" exemption from Sec...tion 409A of the Code as set forth in Treasury Regulation Section 1.409A-1(b)(4). In administering this Agreement, Laureate shall interpret this Agreement in a manner consistent with such exemption. Notwithstanding the foregoing, if it is determined that the PSUs fail to satisfy the requirements of the short-term deferral rule and are otherwise deferred compensation subject to Section 409A, and if you are a "Specified Employee" (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of additional taxation on you in respect of the shares under Section 409A of the Code.View More
Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the PSUs RSUs as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto. 3 15. 16. Section 409A. This Agreement and the PSUs RSUs granted hereunder are intended to fit within the "short-term deferral" exem...ption from Section 409A of the Code as set forth in Treasury Regulation Section 1.409A-1(b)(4). In administering this Agreement, Laureate the Company shall interpret this Agreement in a manner consistent with such exemption. Notwithstanding the foregoing, if it is determined that the PSUs RSUs fail to satisfy the requirements of the short-term deferral rule and are otherwise deferred compensation subject to Section 409A, and if you are a "Specified Employee" (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of additional taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a "separate payment" for purposes of Section 409A of the Code and Treasury Regulation Section 1.409A-2(b)(2). For purposes of Section 409A of the Code, the payment of dividend equivalents under Section 5 of this Agreement shall be construed as earnings and the time and form of payment of such dividend equivalents shall be treated separately from the time and form of payment of the underlying RSUs. View More
Amendment. The Company, acting by means of the Committee, has the right, as set forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or retroactively; provided however, that no such amendment, alteration, suspension, discontinuance or cancelation of the RSUs will adversely affect the Participant's material rights under this Award Certificate without the Participant's consent. The Company has the authority to amend this Award Certificate, consistent with the foregoing..., without the Participant's written agreement, except as set forth in this Section 8. In the event that the Company is reorganized or liquidated, or if all or substantially all of its assets are sold, or if the Company is merged or consolidated with another corporation or entity (or in the event the Company consummates a written agreement to accomplish any of the foregoing), the Committee may, in its sole discretion and upon at least 10 days advance notice to the Participant, cancel any outstanding RSUs and cause the Participant to be paid (in cash or in stock, or any combination thereof) the value of such RSUs based upon the price per share of Common Stock received or to be received in the transaction.View More
Amendment. The Company, acting by means of the Committee, has the right, as set forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or retroactively; provided however, that no such amendment, alteration, suspension, discontinuance or cancelation of the RSUs will adversely affect the Participant's Director's material rights under this Award Certificate without the Participant's Director's consent. The Company has the authority to amend this Award -4- Certificate, con...sistent with the foregoing, without the Participant's Director's written agreement, except as set forth in this Section 8. 9. In the event that the Company is reorganized or liquidated, or if all or substantially all of its assets are sold, or if the Company is merged or consolidated with another corporation or entity (or in the event the Company consummates a written agreement to accomplish any of the foregoing), the Committee may, in its sole discretion and upon at least 10 days advance notice to the Participant, Director, cancel any outstanding RSUs and cause the Participant Director to be paid (in cash or in stock, or any combination thereof) the value of such RSUs based upon the price per share of Common Stock received or to be received in the transaction. View More
Amendment. Except as permitted by the Plan, this Award Agreement may not be amended or modified except by a written agreement executive by the Company and the Optionee or their respective successors and legal representatives.
Amendment. Except as permitted by Subject to the terms of the Plan, this Award Agreement may not be amended or modified except by a written agreement executive by the Company and the Optionee Participant or their respective successors and legal representatives.
Amendment. Notwithstanding anything in the Agreement or in the Plan to the contrary, the Agreement is hereby amended to provide that upon termination of the Participant's employment with the Company pursuant to the Severance Agreement, the Company shall exercise its option to repurchase a portion of the Award Shares as described in Sections 4 and 5 of the Agreement. The number of Award Shares to be repurchased by the Company shall be equal to 2,204 Award Shares. The Participant's interest in any Award Shar...es which are not repurchased by the Company pursuant to this Amendment shall no longer be subject to repurchase, subject to any other restrictions under the Agreement or the Plan.View More
Amendment. Notwithstanding anything in the Agreement or in the Plan to the contrary, the Agreement is hereby amended to provide that upon termination of the Participant's employment with the Company pursuant to the Severance Agreement, the Company shall exercise its option to repurchase a portion of the Award Shares as described in Sections 4 and 5 of the Agreement. The number of Award Shares to be repurchased by the Company shall be equal to 2,204 9,581 Award Shares. The Participant's interest in any Awar...d Shares which are not repurchased by the Company pursuant to this Amendment shall no longer be subject to repurchase, subject to any other restrictions under the Agreement or the Plan. View More
Amendment. Notwithstanding anything in the Agreement or in the Plan to the contrary, the Agreement is hereby amended to provide that upon termination of the Participant's employment with the Company pursuant to the Severance Agreement, the Participant's interest in 15,839 of the Award Shares shall thereby become vested and nonforfeitable, subject to any other restrictions under the Agreement or the Plan. The Participant's interest in any of the remaining Award Shares which do not become vested and nonforfe...itable under to this Section 2 shall be forfeited as of the Separation Date specified in the Severance Agreement.View More
Amendment. Notwithstanding anything in the Agreement or in the Plan to the contrary, the Agreement is hereby amended to provide that upon termination of the Participant's employment with the Company pursuant to the Severance Agreement, the Participant's interest in 15,839 5,748 of the Award Shares shall thereby become vested and nonforfeitable, subject to any other restrictions under the Agreement or the Plan. The Participant's interest in any of the remaining Award Shares which do not become vested and no...nforfeitable under to this Section 2 shall be forfeited as of the Separation Date specified in the Severance Agreement. View More
