Amendment to the Letter Agreement. (a) Section 3 titled: “Advisory Services.” The first sentence of Section 3 of the Letter Agreement is hereby amended to read in its entirety as follows: “During the period from January 1, 2012 through July 15, 2012, you shall serve in the role of Special Advisor.”
(b) Section 3 titled: “Advisory Services.” The following sentence is added to the end of Section 3 of the Letter Agreement: “Following July 15, 2012, you shall cease to be a Special Advisor to the Company and your obligations and the obligations of the Company under this Section 3 shall terminate and be of no further force and effect.”
(c) Section 4.1(d) titled: “Advisory Fees.”
Section 4.1 (d) of the Letter Agreement is amended and restated in its entirety to read as follows:
Amendment to the Letter Agreement. (a) Each of GG, Sponsor and each Supporting Sponsor Stockholder hereby agrees that, effective as of the Closing Date (and not before):
(i) paragraph (a) of Section 7 of the Letter Agreement shall be amended and restated in its entirety as follows: “7. (a) Reserved.”
(ii) paragraph (c) of Section 7 of the Letter Agreement shall be amended to remove all references to paragraph (a) of Section 7 and all references to the Founder Shares (as such term is defined therein); and
(iii) any provisions related relating to the Private Placement Warrants (as defined therein) or Common Stock (as defined therein) underlying the Private Placement Warrants shall refer to the ListCo Class C-2 ADSs or ListCo AD Warrants, as applicable, issued by ListCo to the holders of Private Placement Warrants in exchange for such warrants as contemplated by the Business Combination Agreement.
(b) For the avoidance of doubt, the amendment set forth in this Section 6 shall be void and of no force and effect with respect to the Letter Agreement if the Business Combination Agreement shall be terminated for any reason in accordance with its terms.
Amendment to the Letter Agreement. (a) The parties hereby agree to amend Section 2(a) of the Letter Agreement to read in its entirety as follows:
(a) You may require (the “Right”) Prime to acquire up to 121,358 of the Shares on June 30, 2004 at a purchase price of $7.12 per Share and up to 121,359 of the Shares on June 30, 2005 at a purchase price of $7.19 per Share.
Amendment to the Letter Agreement. (a) Each of DSAQ, the Sponsor and the Insiders hereby agrees that (i) effective as of the Closing Date (and not before) any provisions related to the Private Placement Warrants (as defined therein) or Class A Common Stock (as defined therein) underlying the Private Placement Warrants shall refer to the PubCo Common Shares or PubCo Warrants, as applicable, outstanding as of the Closing and held by the holders of Private Placement Warrants following the assumption thereof by PubCo as contemplated by the Business Combination Agreement, and (ii) effective as of the date hereof, Xxxx Xxxxxxx shall not be considered an Insider under the Letter Agreement and his consent shall not be required to further amend the Letter Agreement.
(b) For the avoidance of doubt, the amendment set forth in Section 5(a)(i) shall be void and of no force and effect with respect to the Letter Agreement if the Business Combination Agreement shall be terminated for any reason in accordance with its terms. Except as set forth in this Section 5, during the period beginning on the date of this Agreement and ending on the earlier of (x) the Effective Time and (y) the date on which the Business Combination Agreement is validly terminated in accordance with its terms, for the benefit of PubCo, (a) Sponsor agrees that it will comply with, and perform all of its obligations, covenants and agreements set forth in, the Letter Agreement in all material respects, including voting in favor of the Transactions and not redeeming its DSAQ Shares in connection with the Transactions, (b) DSAQ agrees to enforce the Letter Agreement in accordance with its terms, and (c) each of Sponsor and DSAQ agree not to amend, modify or waive any provisions of the Letter Agreement without the prior written consent of PubCo (not to be unreasonably withheld, delayed or conditioned).
Amendment to the Letter Agreement. Dear Xx. Xxxxxxx: This letter (this “First Amendment”) will amend that certain letter agreement dated February 28, 2008, between Adolor Corporation (the “Company”) and you (the “Letter Agreement”), a copy of the Letter Agreement is appended to this letter as Exhibit A. In order that any deferred compensation to which you may become entitled under the Agreement not be subject to tax under Section 409A of the Internal Revenue Code (“Section 409A”), the Company has agreed to amend the Agreement as set forth below. Accordingly, this First Amendment will amend the Agreement as follows (any capitalized terms which are not defined herein shall have the meaning provided in the Agreement):
Amendment to the Letter Agreement. Public Disclosure Authorized Dear Xx. Xxxxxxxxx Xxxx: We refer to the letter agreement between CLASP (“Recipient”) and International Bank for Reconstruction and Development/International Development Association (“Bank”), acting as administrator of grant funds provided under the Energy Sector Management Assistance Program (ESMAP) Trust Fund, countersigned on January 22, 2020 (“Agreement”) for the above-referenced Project. Public Disclosure Authorized Following receipt of additional contribution (in the amount of $600,000) made available by the Donors to the Project, we are pleased to amend the Agreement to increase the total amount of the grant allocated to the Project to one million, four hundred thousand United States Dollars ($1,400,000). Please note that capitalized terms used in this letter (“Amendment Letter”) and not defined herein have the meanings ascribed to them in the Agreement. Accordingly, the Agreement is hereby amended as follows:
