Amendment to Article VIII. Section 8.1.5 ("Default on other Indebtedness") of the Credit Agreement is hereby amended in its entirety to read as follows:
Amendment to Article VIII. New Section 8.20 is hereby added to Article VIII to read in its entirety as follows:
Amendment to Article VIII. Article VIII is hereby amended by (a) replacing the phrase “the Borrower covenants and agrees with the Lenders that:” immediately before Section 8.01 with the phrase “The Borrower (and each Parent Guarantor, in the case of Section 8.01, Section 8.02 and Section 8.21) covenants and agrees with the Lenders that:” and (b) adding a new Section 8.21 to read as follows:
Amendment to Article VIII. Article VIII (“The Administrative Agent”) of the Credit Agreement is amended by adding a new Section 8.11 (“Fourth Amendment Arranger”) as follows:
Amendment to Article VIII. Article VIII of the Credit Agreement is hereby amended as follows:
(A) Section 8.1 is hereby deleted in its entirety and replaced with the following:
Amendment to Article VIII. Article VIII of the Agreement is hereby amended by (a) replacing the word “The” with the word “A” and (b) replacing the phrase “the consent of the Member” with the phrase “the unanimous consent of any other Member or Members.”
Amendment to Article VIII. Article VIII of the Contract, Contract Representatives, is hereby amended by replacing Xxxxx Xxxxxxx with Xxx Xxx as the new HHSC Contract Representative. Xx. Xxx’x contact information is as follows: Health and Human Services Commission Alternatives to Abortion Program Address: 000 X. 00xx Xxxxxx, Building 555 Mail Code 2010 Austin, TX 78751 Attention: Xxx Xxx Tel: (000) 000-0000 Email: Xxx.Xxx@xxxx.xxxxx.xx.xx
Amendment to Article VIII. Section 8.3(a)(i) is hereby amended by deleting the penultimate sentence.
Amendment to Article VIII. The following is added as a new Section 8.29 of the Merger Agreement titled “Non-Redemption and Financing Transactions”:
a. Notwithstanding anything in Section 7.1, Section 7.2, or Section 8.1(b) to the contrary, prior to the date that the Registration Statement has become effective, if SPAC determines it is reasonably necessary to ensure the Net Closing Proceeds exceed $12,500,000 or to meet Nasdaq listing standards, the SPAC shall use its reasonable best efforts to enter into non-redemption agreements with one or more third parties which shall provide, among other things, that such persons shall not engage in SPAC Stockholder Redemptions with respect to the SPAC Class A Shares held by such stockholders (a “Non-Redemption Transaction”) on terms mutually acceptable to the Parties (with each Party acting reasonably and in good faith). The Company shall cooperate with the SPAC to assist with its efforts to enter into such Non-Redemption Transactions. Such cooperation shall include, among other things, reasonably cooperating with the preparation of definitive documentation and the schedules and exhibits thereto, in each case, customarily required to be delivered under such definitive documentation, and reasonably cooperating in satisfying the conditions precedent set forth in the definitive Non-Redemption Transaction documentation to the extent the satisfaction of such condition requires the cooperation of, or is within the control of, the Parties. Furthermore, if, in connection with the execution of definitive written agreements providing for a Non-Redemption Transaction, the counterparty to such Non-Redemption Transaction requires as a condition to the execution of such definitive written agreement any make whole rights, grants, issuances or transfers of additional equity securities or other similar rights with respect to any SPAC Class A Shares that are the subject of such Non-Redemption Transaction, then, subject to the mutual agreement of each of the Company, PubCo, and SPAC to such make-whole, grants, issuances or transfers of additional equity securities or other similar terms and conditions (such agreement not to be unreasonably withheld, conditioned or delayed), then either (x) the SPAC shall cause the Sponsor to transfer a number of SPAC Class B Shares to such counterparties, provided that the total number of shares transferred by the Sponsor to all such counterparties combined shall not exceed 1,000,000 SPAC Class B Shares (the “Allocated Sponsor S...
Amendment to Article VIII. The following is added as a new Section 8.30 of the Merger Agreement titled “Post-Closing Payments”: As soon as practicable after the Closing Date, the PubCo board of directors will determine the amount of the net profits generated by the Company and its Subsidiaries during the period from April 1, 2022 through the month end immediately prior to the Closing Date (the “Shareholder Payment Period”) based on the financial statements covering the Shareholder Payment Period (such amount as determined by the PubCo board of directors, the “Shareholder Payment”). Within five (5) Business Days after the PubCo board of directors has determined the Shareholder Payment, PubCo shall make the Shareholder Payment to the Company Shareholder by wire transfer of immediately available funds; provided that if after making the Shareholder Payment, PubCo would have an amount of cash less than the sum of (i) three million dollars ($3,000,000) plus (ii) the Net Closing Proceeds (such amount of cash, the “Minimum Liquidity”), the Company shall only pay to the Company Shareholder such portion of the Shareholder Payment so that PubCo maintains its Minimum Liquidity, or such other amount higher than the Minimum Liquidity as agreed to by the Company Shareholder and the PubCo board of directors, immediately following such payment, with the remainder of the Shareholder Payment to be paid to the Company Shareholder in exchange for a lump sum non-interest bearing note with a maturity date as of the one (1) year anniversary of the Closing Date.
