Amendment to Section 8.4. Section 8.4 of the Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Section 8.4. Section 8.4 of the 2008 Eagle/Xxxxxx Agreement is hereby amended by adding the following sentence: ‘‘Notwithstanding the foregoing, XXXXXX and any of its AFFILIATES shall be entitled to develop, manufacture and Commercialize ANDA formulations for its own account in respect of [*].”
Amendment to Section 8.4. In consideration of Argent’s agreement to forego the May 12 Balance, as well as Argent’s agreement to forego timely payment of the August 12 Balance, TEAMM and Accentia hereby agree to issue to Argent, or its designees, warrants to purchase an additional One Hundred and Twenty-Five Thousand (125,000) shares of the Common Stock of Accentia and to re-price such warrants (the “Additional Warrant Grant”). Accordingly, the first sentence of Section 8.4 is hereby deleted in its entirety and replaced with the following: “As additional consideration for the license rights hereunder, Accentia shall issue to Argent, or to such principals of Argent as requested, stock warrants to purchase an aggregate of Three Hundred Seventy Thousand (370,000) shares of the Common Stock of Accentia, such warrants to be exercisable, in whole or in part at any point following the issuance of said warrants, at an exercise price of Two Dollars Fifty-Three Cents ($2.53) per share. The respective rights and obligations of the parties with respect to the foregoing shall be set forth in a separate agreement or agreements (the “Warrant Agreement”) to be executed by the parties, substantially in the form annexed hereto as Exhibit 2.”
4.1 In the event that Accentia does not make a public offering of its Common Stock by Xxxxx 0, 0000, Xxxxxx shall have the right to recapture the May 12 Balance pursuant to the terms of the Warrant Agreement.
Amendment to Section 8.4. The third sentence of Section 8.4 is hereby replaced in its entirety with the following: “Regal Bancorp and Somerset Bank will furnish each other and each other’s counsel with all information concerning themselves, their subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with the Conversion Prospectus, the Proxy Statement and any application, petition or any other statement or application made by or on behalf of Regal Bancorp, SR Bancorp or Somerset Bank to any governmental body in connection with the Conversion, the Merger, the Charter Conversion and the other transactions contemplated by this Agreement.”
Amendment to Section 8.4. Section 8.4 of the Agreement is hereby amended by deleting the phrases "Parent Stockholder Approval Section 4.3.3", "Parent Stockholders' Meeting Section 5.5.2" and "Share Issuance Section 4.3.1" in their entirety.
Amendment to Section 8.4. The second parenthetical of Section 8.4 of the Agreement is hereby amended and restated to read as follows: “(with respect to Office Depot and Merger Sub Two)”
Amendment to Section 8.4. Section 8.4 of the Agreement is hereby amended and restated in its entirety, effective as of the date hereof, to read as follows:
Amendment to Section 8.4. Section 8.4 of the Note Purchase Agreement is hereby deleted in its entirety and replaced with the following Section 8.4:
Amendment to Section 8.4. Section 8.4 of the Credit Agreement is hereby amended and restated as follows:
(a) (i) From the Closing Date until December 31, 2024, the Liquidity shall not at any time be less than [***] and (ii) from January 1, 2025 until the date of full payment of the 2025 Earn-Out Amount, the Liquidity shall not as of the last day of any month be less than [***]; provided, that at all times other than the last day of any such month, the Liquidity shall not be less than [***], (b) from and after the date of full payment of the 2025 Earn-Out Amount until the date of the full payment of the Earn-Out Consideration, the Liquidity shall not at any time be less than [***] and (c) from and after the date of full payment of the Earn-Out Consideration, the Liquidity shall not at any time be less than [***]. The Liquidity required under this Section 8.4 shall be held in one or more Controlled Accounts located in the United States as required pursuant and subject to Section 7.12(a) hereof.”
Amendment to Section 8.4. Section 8.4 of the Credit Agreement is hereby amended by replacing clauses (e), (f) and (g) in their entirety with the following:
