Amendment to the Shareholders Agreement. Effective upon the effectiveness of the Company’s Registration Statement on Form S-1 pursuant to which an initial Public Offering of common stock of the Company will be effected (the “Effective Time”), the Company and the Avista Entities hereby consent to the following amendments to the Agreement:
(a) Section 2.01 of the Agreement shall be deleted in its entirety and replaced with the following, and upon such effectiveness, the Agreement shall be amended as follows:
Amendment to the Shareholders Agreement. Section 2.2(a)(vi) –
Amendment to the Shareholders Agreement. 1.1 Upon the date hereof, the Shareholders Agreement is hereby amended as set forth below:
(a) Each of Section 8.1 (Series C Redemption by the Company), Section 8.2 (Series B Redemption by the Company) and Section 8.3 (Series A+ Redemption by the Company) of the Shareholders Agreement shall be amended and restated from:
Amendment to the Shareholders Agreement. With effect from the date of this Deed, GSW, together with its Affiliates, shall be deemed to cease to hold any Effective Economic Interest for the purpose of Section 5.1 of the Shareholders Agreement notwithstanding its holding of one Class A Share.
Amendment to the Shareholders Agreement. (1) The Parties agree to amend the Shareholders Agreement as follows:
Amendment to the Shareholders Agreement. Section 6 of the Shareholders Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to the Shareholders Agreement. 2.1. Section 5.2(a) of the Shareholders' Agreement is hereby amended by inserting at the beginning of Section 5.2(a), the following clause: "Subject to Section 5.4,".
2.2. Section 5.2(b) of the Shareholders' Agreement is hereby amended by:
(a) inserting in the first sentence of Section 5.2(b) after the clause "For purposes of effecting any Designated Action," the following clause: "subject to Section 5.4,"; and
(b) inserting in the second sentence of Section 5.2(b) after the clause "Each Designated Shareholder agrees with the Proxyholder that," the following clause: "except to the extent permitted by Section 5.4,".
2.3. Section 5.2(d) of the Shareholders' Agreement is hereby amended by inserting at the beginning of Section 5.2(d), the following clause: "Subject to Section 5.4,".
2.4. Article V of the Shareholders' Agreement is hereby amended by inserting the following as Section 5.4:
Amendment to the Shareholders Agreement. (A) The parties hereto acknowledge that, in connection with the Offering, the authorized Common Stock will be increased to (i) effect a stock split, stock dividend or similar change to the existing Common Stock, which in any case shall be applicable to all outstanding shares of Common Stock and any options, warrants, subscription bonds or other securities convertible into or exchangeable for shares of Common Stock outstanding on the closing of the Offering (collectively, the Stock Split ) and (ii) create the authorized shares necessary to issue the Noteholder Shares to Holding LLC. Accordingly. as of the closing of the Offering, Clause 2 (a) of the Shareholders Agreement shall be amended (i) to change the reference to 50,000 therein to such number of shares of Common Stock as the underwriters of the Offering and the Company shall mutually agree (the New Common Shares ), it being understood that the total number of Noteholder Shares shall not exceed 10% of the outstanding shares of Common Stock on a fully diluted basis, and (ii) to change the reference to 113,000 therein to the sum of the New Common Shares and 63,000.
(B) The second sentence of Section 3.1 (a) of the Shareholders Agreement is hereby amended by replacing the word The at the beginning thereof with the following: Subject to the provisions contained in the Indenture restricting the Corporation's ability to pay dividends, the
(C) Section 3.1 (a) of the Shareholders Agreement is hereby further amended by inserting the following new paragraph at the end thereof: If the Corporation is not permitted by the terms of the Indenture to pay a cash dividend that would otherwise be payable pursuant to clause (ii), (iii) or (iv) above, then the amount of such cash dividend shall accumulate as an unpaid dividend as of the date the cash dividend should otherwise have been declared and the Corporation shall pay in cash such accumulated dividend as soon thereafter as is permitted by the terms of the Indenture.
(D) Section 3.1 (d) (i) of the Shareholders Agreement is hereby amended to read in its entirety as follows: Subject to the provisions contained in the Indenture restricting the Corporation's ability to redeem capital stock, at the election of the holders of a majority of the outstanding Preferred Stock, made by written notice to the Corporation, the preferred Stock shall be subject to redemption (to the extent that such redemption shall not violate any applicable provisions of the laws of Brazil, based up...
Amendment to the Shareholders Agreement. The Shareholders Agreement is hereby amended to state that the number of Original Shares of Company Stock beneficially owned by Xx. Xxxxx is 1,486,102.
Amendment to the Shareholders Agreement. 3.1 The Shareholders’ Agreement is amended as follows with effect from the date of this Deed :
3.1.1 to insert “PMSB” as a new definition in clause 1.1 of the Shareholders’ Agreement as follows: “means Commerce Agro Ventures Sdn Bhd (Company No 702700-W) a company incorporated in Malaysia with a registered office at Xx. 0, Xxxxxxxx Xxxxx, 00-00, Xxxxx Xxx Xxxxxxxx Satu, Xxxxxxxxx Xxxxxxx, 00000, Xxxxx Xxxxxx, Xxxxxxxx)”
3.1.2 to insert “EEV” as a new definition in clause 1.1 of the Shareholders’ Agreement as follows: “means Expedient Equity Ventures Sdn Bhd (Company No 780509-U) a company incorporated in Malaysia with a registered office at Xxxxx 00, Xxxxxx Xxxx Xxxxxxxxxxx, 0000, Bandar Wawasan, Xxxxx Xxxxxx Xxxxxx, 00000, Xxxxx Xxxxxx”
3.1.3 to insert “Series B RCPS” as a new definition in clause 1.1 of the Shareholders’ Agreement as follows: “means Series B Redeemable Convertible Preference Shares of the Company with principal terms as set out in Schedule 4”
3.1.4 to insert “Put Agreement” as a new definition in clause 1.1 of the Shareholders’ Agreement as follows: “means a put agreement entered into by MTDC with the Existing Shareholder pursuant to this Agreement or pursuant to a subscription agreement with the Company”
3.1.5 the defined term of “RCPS” in clause 1.1 of the Shareholders’ Agreement and all references to “RCPS” in the Shareholders’ Agreement (other than clauses 9 and 12) are amended to “Series A RCPS”;
3.1.6 to insert “RCPS” as a new definition in clause 1.1 of the Shareholders’ Agreement as follows: “means the Series A RCPS and/or the Series B RCPS”
