Amendment to Article V of the Voting Agreement Sample Clauses

Amendment to Article V of the Voting Agreement. Article V of the Voting Agreement (as amended by Amendment No. 1) is hereby deleted and replaced in its entirety with the following: (a) Each Stockholder acknowledges and agrees, severally and not jointly and solely with respect to such Stockholder’s Subject Warrants, that, at the Effective Time, each Subject Warrant owned by such Stockholder that is then-outstanding and unexercised as of immediately prior to the Effective Time shall, pursuant to the terms hereof and as a result of the Merger and without any other action on the part of such Stockholder, receive, in lieu of any other amount or consideration to which such Stockholder might otherwise have been entitled to receive pursuant to such Subject Warrant, (i), [for each share of Company Common Stock for which such November Warrant (as set forth on Schedule A) was exercisable immediately prior to the Effective Time (subject to adjustment in the event of a stock split, division or subdivision, stock dividend, reverse stock split, consolidation, reclassification, recapitalization or other similar transaction affecting the Company Common Stock or the Parent Common Stock), (x) $0.8085 in cash, without interest, and (y) 1.0201 of a share of Parent Common Stock, plus (ii),] for each share of Company Common Stock for which such January Warrant (as set forth on Schedule A) was exercisable immediately prior to the Effective Time (subject to adjustment in the event of a stock split, division or subdivision, stock dividend, reverse stock split, consolidation, reclassification, recapitalization or other similar transaction affecting the Company Common Stock or the Parent Common Stock), (x) $0.8123 in cash, without interest, and (y) 1.0250 of a share of Parent Common Stock, plus [(iii)], in lieu of any fractional shares of Parent Common Stock otherwise issuable under clauses (i) [or (ii)] hereof after aggregating the shares of Parent Common Stock to be issued with respect to the Subject Warrant thereunder, cash in a dollar amount (rounded to the nearest whole cent, with numbers ending with .5 or more being rounded up to the nearest whole cent), without interest, determined by multiplying such fraction by the average closing price of a share of Parent Common Stock on the Nasdaq Global Select Market for the 10 most recent trading days that Parent Common Stock has traded ending on the trading day one day prior to the Effective Time. (b) At the Effective Time, each Pre-Funded Warrant that is then-outstanding and unexer...
Sample 1
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Related to Amendment to Article V of the Voting Agreement

  • Amendment to Article I Article I of the Existing Credit Agreement is hereby amended as follows: SECTION 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

  • Modification to Article VII, Section 4 of the DPA Article VI, Section 4 of the DPA (Annual Notification of Rights.) is amended as follows:

  • Modification to Article V, Section 4 of the DPA Article V, Section 4 of the DPA (Data Breach.) is amended with the following additions: (6) For purposes of defining an unauthorized disclosure or security breach, this definition specifically includes meanings assigned by Texas law, including applicable provisions in the Texas Education Code and Texas Business and Commerce Code.

  • Modification to Article III, Section 2 of the DPA Article III, Section 2 of the DPA (Annual Notification of Rights.) is amended as follows:

  • Modification to Article IV, Section 7 of the DPA Article IV, Section 7 of the DPA (Advertising Limitations) is amended by deleting the stricken text as follows: Provider is prohibited from using, disclosing, or selling Student Data to (a) inform, influence, or enable Targeted Advertising; or (b) develop a profile of a student, family member/guardian or group, for any purpose other than providing the Service to LEA. This section does not prohibit Provider from using Student Data (i) for adaptive learning or customized student learning (including generating personalized learning recommendations); or (ii) to make product recommendations to teachers or LEA employees; or (iii) to notify account holders about new education product updates, features, or services or from otherwise using Student Data as permitted in this DPA and its accompanying exhibits.

  • Amendments to Article I Article I of the Existing Credit Agreement is hereby amended in accordance with Subparts 2.1.1 through 2.1. Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions in such Section in the appropriate alphabetical sequence:

  • Amendment to Agreement Effective as of the Amendment No. 2 Effective Date, the Agreement shall be amended as follows: The parties hereby agree to amend Exhibit A by adding the following new text as a new section 5: [START NEW TEXT]

  • Amendment to Schedules Schedule 2.01 of the Credit Agreement shall be and it hereby is amended in its entirety by substituting Schedule 2.01 attached hereto.

  • Amendment to the Agreement Pursuant to Section 8.3 of the Agreement, Section 2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendment of the Agreement The Company and the Participant may amend this Agreement only by a written instrument signed by both parties.

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