Amendment to the Subscription Agreement. Effective as of the execution hereof:
Amendment to the Subscription Agreement. (a) The definition of “Purchase Price” for purposes of this Amendment and the Subscription Agreement shall be equal to (i) the Purchase Price, as set forth in the Subscription Agreement minus (ii) the principal amount of Bridge III Notes purchased by the Subscriber, if any. The definition of “Subscribed Shares” for purposes of this Amendment and the Subscription Agreement shall be equal to (x) the Purchase Price (as revised pursuant to the preceding sentence) divided by (y) $10.00, rounded down to the nearest whole share.
Amendment to the Subscription Agreement. (a) The definition of “Subscribed Shares” for purposes of this Amendment and the Subscription Agreement shall be amended from the amount set forth on the Subscriber’s signature page hereto as the “Number of Subscribed Shares initially subscribed for” to the amount set forth on the Subscriber’s signature page as the “Revised number of Subscribed Shares to be subscribed for,” and the “Purchase Price” for purposes of this Amendment and the Subscription Agreement shall be the amount set forth on the Subscriber’s signature page as the “Revised ‘Purchase Price’”.
Amendment to the Subscription Agreement. (a) Section 5.2 of the Subscription Agreement is hereby amended and restated in its entirety to read as follows: “Lock-up. Subscriber acknowledges that the Class F Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.”
Amendment to the Subscription Agreement. The Subscription Agreement is hereby amended as follows:
Amendment to the Subscription Agreement. (a) SCHEDULE A of the Subscription Agreement is hereby amended and restated in its entirety as follows: “The number of New Shares to be purchased by, and issued to, BAT pursuant to Section 2.01 will be equal to the number of shares (rounded up to the next whole share) of Parent Common Stock that, when added to the number of shares of Parent Common Stock beneficially owned by BAT immediately prior to the Share Issuance, but excluding the shares of Parent Common Stock issued since March 1, 2015 and on or prior to the Closing Date that would have been purchased by Parent in the open market under the Governance Agreement had Parent not been subject to a trading blackout from that date through the consummation of the transactions contemplated by this Agreement (the “Parent Shares Subject to Repurchase”), will result in BAT owning 42.17832% of the shares of Parent Common Stock outstanding immediately after the Merger (after giving effect to the Share Issuance), including the number of shares beneficially owned by BAT on the Closing Date (after giving effect to the Share Issuance), and held by all other Persons. Per Share Purchase Price: $ 60.16”
Amendment to the Subscription Agreement. (a) Section 8 of the Subscription Agreement is hereby deleted and replaced with the following: “This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) such date and time as the Transaction Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties hereto (and the Company) to terminate this Subscription Agreement, (iii) if the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated at the Closing and (iv) written notice by either party to the other party to terminate this Subscription Agreement if the transactions contemplated by this Subscription Agreement are not consummated on or prior to July 21, 2021; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. Apex shall notify the Investor of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with this Section 8, any monies paid by the Investor to Apex in connection herewith shall be promptly (and in any event within one business day after such termination) returned to the Investor.”
Amendment to the Subscription Agreement. Effective concurrently with the execution of this Agreement, Section 1(A) of the Subscription Agreement shall be amended by adding the following: and (iv) the number equal to the Specified Number (as of the date of such purchase or transfer) multiplied by the number of Newco Exchangeable Shares purchased by Wendy's (or its designated wholly owned direct or indirect subsidiary) or transferred to Wendy's (or its designated wholly owned direct or indirect subsidiary).
Amendment to the Subscription Agreement. (a) Section 6.1 of the Subscription Agreement is hereby amended by deleting the text thereof in its entirety.
Amendment to the Subscription Agreement
