Amendment to the Subscription Agreement Sample Clauses

Amendment to the Subscription Agreement. Effective as of the execution hereof: (a) The last two sentences in the first paragraph of the Subscription Agreement shall be amended and restated in its entirety to read as follows: “The aggregate number of Shares to be subscribed for by the Investor pursuant to this Subscription Agreement (the “Subscribed Shares”) shall be (x) the number of Base Shares (as defined and set forth on the signature page of this Subscription Agreement) multiplied by (y) the Class A Exchange Ratio (as defined in the Transaction Agreement). The aggregate purchase price to be paid by the Investor for the Subscribed Shares is referred to herein as the “Subscription Amount.” On or prior to the date of this Subscription Agreement, SPAC and the Issuer are entering into subscription agreements (the “Other Subscription Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other Investors,” and together with the Investor, collectively, the “Investors”) with respect to the purchase of Shares (inclusive of the Subscribed Shares) by the Investors on the closing date of the Transaction for an aggregate purchase price of $60,000,000 (inclusive of the Subscription Amount).” (b) All information set forth beneath the Investor’s signature block on the Investor’s signature page to the Subscription Agreement shall be amended and restated in its entirety by the information set forth beneath the Investor’s signature block on the Investor’s signature page to this Amendment. For the avoidance of doubt, the parties hereto confirm that the Subscription Amount shall remain unchanged notwithstanding the change to the number of Subscribed Shares pursuant to this Amendment.
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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. (b) The definition of “Note Purchase Agreement” for purposes of Section 1 of this Amendment and the Subscription Agreement shall be the Note Purchase Agreement, as amended; (c) Section 2(e)(v) of the Subscription Agreement is hereby deleted and replaced with the following: “the Financing Proceeds, the aggregate gross proceeds to Bolt from the February Notes purchased pursuant to the Note Purchase Agreement, the aggregate gross proceeds to Bolt from the Bridge III Notes purchased pursuant to the Note Purchase Agreement and the amount in the Company’s trust fund established by the Company for the benefit of its public stockholders maintained in a trust account at XX Xxxxxx Xxxxx Bank, N.A., in each case, to be received by the Company at or prior to the Closing shall be no less than $32,000,000 in the aggregate, less any amounts that the Company is entitled to withdraw from the Trust Account (as defined in Section 7) to pay tax obligations owed by the Company as of the Closing Date in excess of $140,000 in the aggregate.” (d) Section 6 of the Subscription Agreement is hereby deleted and replaced with the following:
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Amendment to the Subscription Agreement. The Subscription Agreement is hereby amended as follows: a. Section 5.4 of the Subscription Agreement is hereby amended and restated in its entirety as follows:
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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” (b) For the avoidance of doubt, as of the date of this Amendment, the number of Parent Shares Subject to Repurchase is 876,480. (c) A new SECTION 5.12 is hereby added to the Subscription Agreement and reads as follows:
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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.” (b) Section 3.1 of the Subscription Agreement is hereby amended and restated in its entirety to read as follows: 3.1. Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Class F Shares (up to an aggregate of 90,000 Class F Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of shares of Common Stock (other than Class B Common Stock and not including shares of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), issuable upon exercise of any warrants or underlying any CAPS™, or shares of any Common Stock purchased by Subscriber in the IPO or in the aftermarket) equal to 5% of the shares of Class A Common Stock issued in the IPO.”.
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Amendment to the Subscription Agreement. (a) Section 6.1 of the Subscription Agreement is hereby amended by deleting the text thereof in its entirety. (b) Section 6.2 of the Subscription Agreement is hereby amended by deleting the text thereof in its entirety.
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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).
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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.”
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Amendment to the Subscription Agreement 
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Related to Amendment to the Subscription Agreement

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Subscription Agreements The Company shall have entered into the Subscription Agreements with each of the Investors, and such agreements shall be in full force and effect on the Closing Date.

  • Amendment to the Agreement Pursuant to Section 8.3 of the Agreement, Section 2.1 of the Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendment to Rights Agreement Section 1(w) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

  • Amendment to Agreement Effective as of the Amendment No. 2 Effective Date, the Agreement shall be amended as follows: The parties hereby agree to amend Exhibit A by adding the following new text as a new section 5: [START NEW TEXT]

  • Amendment to the Loan Agreement Section 3.1 of the Loan Agreement shall be amended and restated as follows:

  • Subscription Agreement The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus. Subscriptions will be submitted by the Dealer Manager and each Soliciting Dealer to the Company only on the form which is included as Exhibit B to the Prospectus. The Dealer Manager understands and acknowledges, and each Soliciting Dealer shall acknowledge, that the Subscription Agreement must be executed and initialed by the subscriber as provided for by the Subscription Agreement.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Voting Agreement (a) The Stockholder hereby agrees that, during the Support Period, at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the Company’s stockholders at which any of the matters set forth in clause (ii) below is put to the vote of stockholders of the Company, however called, and in connection with any written consent of the Company’s stockholders with respect to any of the matters set forth in clause (ii) below, if applicable, the Stockholder shall (i) appear at such meeting or otherwise cause all of the Subject Shares entitled to vote thereat, as applicable, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all the Subject Shares, (A) in favor of (“for”) (1) the Merger and the other transactions contemplated by the Merger Agreement (to the extent proposed to be voted upon or consented to by the Company’s stockholders) and the adoption of the Merger Agreement, including any amended and restated Merger Agreement or amendment to the Merger Agreement that does not (x) change the form of the consideration payable to the holders of shares of Company Common Stock upon the conversion of such shares in the Merger, (y) reduce the amount of the Per Share Merger Consideration payable in respect of any Subject Shares (other than, for the avoidance of doubt, adjustments in accordance with the terms of the Merger Agreement or any increase in the Per Share Merger Consideration) or (z) impose any additional conditions or obligations on the payment of the Per Share Merger Consideration or any additional conditions or obligations that would prevent or substantially impede the consummation of the Merger, and (2) the approval of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Merger or adopt the Merger Agreement (as it may have been amended or amended and restated in a manner for which the Stockholder is obligated to vote in favor or consent to hereunder) and (B) to the extent any such matter is formally submitted for a vote (or the consent) of the Company’s stockholders, against (1) any action or proposal in favor of an Acquisition Proposal (including a Superior Proposal), without regard to the terms of such Acquisition Proposal, or any of the transactions contemplated thereby, (2) any action or proposal that could reasonably be expected to result in a breach of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement, and (3) any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions to Closing under the Merger Agreement or change in any manner the voting rights of any shares of the Company (including, without limitation, any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange, business combination, division, conversion, transfer, domestication, continuance or similar transaction, any amendments of the Company Governing Documents, or any sale, lease, sublease, exchange, license, sub-license, or other disposition of all or a material portion of the assets of the Company or any of its subsidiaries). The Stockholder covenants and agrees that, except for this Agreement, the Stockholder shall not, and shall not permit any Person under the Stockholder’s control, during the Support Period, to (x) enter into any voting agreement or voting trust with respect to any Subject Shares, (y) except as expressly set forth herein, grant, a proxy, consent or power of attorney with respect to any Subject Shares, or (z) make, or in any manner participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in 17 CFR § 240.14a-1, et seq.) or consents from stockholders of the Company in connection with any vote of the stockholders of the Company with respect to the Transactions, other than to recommend that the stockholders of the Company vote in favor of the Merger and the adoption of the Merger Agreement (and any actions required in furtherance thereof or otherwise expressly provided in this Agreement or the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, until the Expiration Time (at which time this proxy and power of attorney shall automatically be revoked and terminated), as his proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Subject Shares in accordance with Section 3(a) in the event the Stockholder fails to comply with his obligation under this Agreement or attempts or purports to vote (or provide consent with respect to) the Subject Shares in a manner inconsistent with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be requested by Xxxxxx in writing and necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by the Stockholder shall be irrevocable during the Support Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by the Stockholder with respect to the Subject Shares. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death or incapacity of the Stockholder. (c) In furtherance, and not in limitation of the foregoing, during the Support Period, an authorized Representative of the Stockholder shall execute and deliver (or cause the holders of record to execute and deliver), promptly upon receipt (and in any event within five Business Days after receipt thereof), any proxy card or voting instructions the Stockholder receives that are sent to stockholders of the Company soliciting proxies with respect to any matter described in Section 3(a), which shall be voted in the manner described in Section 3(a) (with Parent to be promptly notified (and provided reasonable evidence) of such execution and delivery of such proxy card or voting instructions). (d) Nothing in this Agreement shall obligate the Stockholder to exercise any option or any other right to acquire any shares of Company Common Stock.

  • Lockup Agreement In consideration for the Company agreeing to its obligations under this Section 5, each Holder agrees in connection with any registration of the Company's securities that, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Warrants or Warrant Stock (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as the Company or the underwriters may specify.

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