Amendment to the Warrant Agreement Sample Clauses
Amendment to the Warrant Agreement. Parent and HL shall (a) enter into an assignment and assumption agreement pursuant to which HL will assign to Parent all of its rights, interests, and obligations in and under the Warrant Agreement and (b) amend the Warrant Agreement to change all references of HL Warrants to HL Parent Warrants (and all references of HL Ordinary Shares underlying such warrants to Parent Class A Ordinary Shares), which shall cause each outstanding HL Warrant to represent the right to receive, on the Closing Date, that number of whole Parent Class A Ordinary Shares equal to the number of HL Ordinary Shares that were issuable upon exercise of such HL Warrant immediately prior to the Effective Time, and add the Parent Warrants to be issued to the Company Shareholders in the Share Exchange (including any Parent Warrants issuable as Contingent Consideration) as warrants covered by the Warrant Agreement (collectively, the “Amended Warrant Agreement”). Certificates representing the HL Warrants need not be surrendered and exchanged because of adjustments made pursuant to this Section 8.19; provided however, that any holder of HL Warrants may at any time surrender to Parent certificate(s) representing such HL Warrants and request replacement certificates representing the HL Parent Warrant received in exchange therefor, which shall not affect the interest of any such warrantholders and shall only be adjusted as set forth in this Section 8.19. Parent shall issue any such replacement certificates representing HL Parent Warrants within ten (10) Business Days of its receipt of a written request from the holder of an HL Warrant.
Amendment to the Warrant Agreement. This First Amendment to the Warrant Agreement is executed and accepted by the Warrant Agent subject to all the terms and conditions set forth in the Warrant Agreement with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Warrant Agent with respect hereto.
Amendment to the Warrant Agreement. The following is hereby added as a new paragraph (d) of Section 7 of the Warrant Agreement:
(d) Notwithstanding any provision of this Agreement or the Global Warrant Certificate to the contrary, if any Warrant is exercised prior to the Expiration Date and (A) at or after the effective time (the “Effective Time”) of the merger of the Company with and into Badger Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of December 20, 2021, by and among the Company, Badger Parent LLC, a Delaware limited liability company, and Merger Sub, as it may be amended or supplemented from time to time (the “Merger Agreement”), or (B) prior to the Effective Time but shares of Common Stock have not been issued or otherwise delivered therefor prior to the Effective Time, then, in each case, the holder of such Warrant shall be entitled to receive only cash in the amount of the Merger Consideration (as defined in the Merger Agreement) which, if such Warrant had been so exercised by such holder and the Common Stock in respect of such exercise had been issued and delivered, in each case immediately prior to the Effective Time, such holder would have been entitled to receive pursuant to the Merger Agreement in respect of the shares of Common Stock that would have been issued in respect of such exercise. For the avoidance of doubt, in no event shall any shares of Common Stock be issued or issuable pursuant to this Agreement or any Global Warrant Certificate at or after the Effective Time.
Amendment to the Warrant Agreement. (a) In addition to Section 6.01 of the Warrant Agreement, the Bank and the Warrant Agent may amend, modify or supplement the Warrant Agreement without the consent of any Warrantholder to give effect to any variation to the terms of the Warrants as a result of the imposition of any Resolution Measure.
(b) In addition, for purposes of Section 6.01(a) of the Warrant Agreement, any amendment made solely to conform the provisions of this Second Amendment to the Warrant Agreement to the description of the Warrants contained in the Bank’s prospectus addendum dated January 1, 2016 will not be deemed to materially or adversely affect the interests of the Warrantholders of the Warrants.
Amendment to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:
Section 5(a) is hereby amended to extend the Expiration Date through August 1, 1998 as part of the total compensation to be paid to NAR by the Company in connection with NAR's purchase from SunAmerica Life Insurance Company of $14 million aggregate principal amount of the Company's 9.25% Senior Subordinated Notes due August 1990. As a result, Section 5(a) is hereby amended to delete the following: "July 10, 1996" and to substitute therefore the following: "August 1, 1998".
Amendment to the Warrant Agreement. (a) The preamble of the Warrant Agreement is amended and restated as follows: THIS IS TO CERTIFY that ADVENTIST HEALTH SYSTEM/WEST, a California nonprofit religious corporation, d/b/a ADVENTIST HEALTH, and its permitted transferees, successors and assigns (the “Holder”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, is entitled to purchase from INNOVAGE HOLDING CORP. (F.K.A. TCO GROUP HOLDINGS, INC.), a Delaware corporation (the “Company”), shares of Company Common Stock, par value $0.001 per share, of the Company representing an aggregate number of Company Common Stock equal to $15,000,000 divided by the price per share of Company Common Stock in the Initial Public Offering, rounded down to the nearest whole share, at any time on or after the date on which the Company consummates its Initial Public Offering and expiring on the Expiration Date.
(b) Sections 2.1(a), 2.1(b) and 2.1(c) of the Warrant Agreement are amended and restated as follows:
Amendment to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:
A. In Section 3.1(f) of the Warrant Agreement the term “FILING DATE” is hereby replaced in its entirety as follows:
Amendment to the Warrant Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof and effective as of the date hereof:
(a) The conditions of Section 8 of the Warrant Agreement shall be and hereby are deemed to have been satisfied and the number of shares of Common Stock purchasable upon exercise of the Warrants shall be and hereby are reduced by 83,485 so that a total of 200,364 shares of Common Stock are purchasable upon exercise of the Warrants, as such number may be adjusted pursuant to the provisions of Section 6.3 of the Warrant Agreement.
Amendment to the Warrant Agreement. (a) Section 2 of the Warrant Agreement is hereby amended in its entirety to read as follows: “Form of Warrants. Warrants may be issued in either certificated or uncertificated form. In the case of Warrants issued in certificated form, the certificates evidencing the Warrants shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto (“Warrant Certificates”) and may have such letters, numbers, or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (with execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Warrant Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any exchange, inter-dealer quotation system or regulated quotation service on which the Warrants may be listed or quoted, as the case may be. Warrants issued in uncertificated form shall be eligible for inclusion in the Direct Registration System, a facility currently administered by The Depository Trust Company. The Company shall take any necessary steps to give effect to the immediately preceding sentence.”
Amendment to the Warrant Agreement. The Agreement is hereby amended as follows:
A. Clause (x) of the definition of “Warrant Exercise Period” contained in Section 6(a) of the Agreement is hereby amended by deleting Clause (x)(A) of such definition and replacing it in its entirety with the following (and Clause (x)(A) of the definition of “Warrant Exercise Period” contained in Section 6(a) of the Agreement as in effect prior to the execution of this Amendment by the parties hereto shall no longer apply to the Warrants):