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SECURITIES PURCHASE
AGREEMENT
AMENDMENT NO. 1,
dated as of December 31, 2008, to the Securities Purchase
Agreement (the “ Agreement ”), dated as
of May 5, 2008, by and between IMAX Corporation, a corporation
incorporated under the federal laws of Canada (the “
Company ”) and each of the entities appearing
on the signature pages hereof and thereof (each, an “
Investor ” and collectively, the “
Investors ”). All capitalized terms used and
note otherwise defined herein shall have the meanings ascribed
thereto in the Agreement.
WHEREAS, the
parties entered into the Agreement providing for the sale and
purchase of the Securities, all upon the terms and subject to the
conditions set forth therein; and
WHEREAS, the
parties wish to amend certain terms and conditions of the
Agreement;
NOW, THEREFORE, in
consideration of the promises and mutual agreements and covenants
hereinafter set forth, and intending to be legally bound, the
Company and the Investors hereby agree as follows:
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1.
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Section 1.2 is hereby amended
to add the following defined term in the appropriate alphabetical
position:
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““ Registration
Demand ” has the meaning specified in
Section 4.2(a) of this
Agreement.””
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2.
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Section 4.2(a) is hereby
amended and restated in its entirety:
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“upon receipt of a written
demand from all of the Investors (the “ Registration
Demand ”), and subject to receipt of necessary
information from the Investors, prepare and
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