Amendment to Warrant Agreement. To the extent required by this Agreement, the Warrant Agreement is hereby deemed amended pursuant to Section 9.8 thereof to reflect the subject matter contained herein, effective as of the Closing.
Amendment to Warrant Agreement. (a) Section 3.1 of the Warrant Agreement is hereby amended and restated in its entirety as follows:
Amendment to Warrant Agreement. The first paragraph of Section 6(a) of the Warrant Agreement shall be amended and restated as follows:
a. The Warrants shall be exercisable commencing on February 16, 2017. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder and under this Agreement shall cease, at the Close of Business on the later of (i) December 31, 2017 and (ii) the date that is six (6) months following the date on which a sufficient number of shares of Common Stock are authorized and reserved for issuance to permit the full exercise of the Warrants (the “Expiry Time”). A Warrant represented by a definitive Warrant Certificate shall be exercisable in accordance with the terms of the Warrant Certificate, including Section 2(a) thereof. Book-Entry Warrants shall be exercisable as follows:”
Amendment to Warrant Agreement. The definition of "Warrant Expiration Date" contained in Section 1(j) of the Warrant Agreement is hereby amended by deleting such definition in its entirety and substituting the following in lieu thereof:
Amendment to Warrant Agreement. The first paragraph of Section 1 of the Warrant Agreement is hereby amended and restated to read in its entirety as follows: “For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, a number of fully paid and non-assessable shares of the Preferred Stock (as defined below) equal to the quotient derived by dividing (i) $875,000 by the Exercise Price or (ii) $1,750,000 by the Exercise Price if the Company decides not to complete the New Transaction, and the Company has not paid the outstanding Secured Obligations in full within five business days after deciding not to complete the New Transaction but in no event later than September 30, 2011. The Exercise Price, at Warrantholder’s option, is a price equal to either (a) $6.7246 per share if this Warrant is exercised for shares of Series D Preferred Stock or (b) the price per Share paid in the next institutional equity financing of the Company prior to an Initial Public Offering if this Warrant is exercised for shares of equity securities sold in such next institutional equity financing of the Company. The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:”
Amendment to Warrant Agreement. To the extent required by this Agreement, the Warrant Agreement is hereby deemed amended pursuant to Section 9.8 thereof to reflect the subject matter contained herein, effective as of the Closing, including the following:
a. The preamble is amended by (i) deleting “Avista Public Acquisition Corp. II, a Cayman Islands exempted company (the “Company”)” and replacing it with “OmniAb, Inc., a Delaware corporation (the “Company”)”; (ii) deleting “Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”)” and replacing it with “Computershare Inc., a Delaware corporation (“Computershare Inc.”), Computershare Trust Company, N.A., a federally chartered trust company and its affiliate of Computershare Inc. (“Trust Company” and together with Computershare Inc., in such capacity as warrant agent, the “Warrant Agent”).” As a result thereof, all references in the Warrant Agreement and the amendments to the Warrant Agreement below (i) to the “Company” shall be references to OmniAb, Inc. (ii) to “Warrant Agent” shall be to Computershare Inc. and Trust Company, together.
b. The recitals are hereby deleted and replaced in their entirety as follows:
Amendment to Warrant Agreement. The parties agree that, as of the Effective Date, the Warrant Agreement is hereby amended as follows:
(a) The reference to “$7.00” in Section 3.1 of the Warrant Agreement is replaced with “$10.00”.
(b) The reference to “$10.50” in Section 6.1 of the Warrant Agreement is replaced with “$15.00”.
(c) The reference to “three (3) years” in Section 3.2 of the Warrant Ageement is replaced with “five (5) years”.
(d) The following is hereby added as Section 3.3.1(e) of the Warrant Agreement: “during the thirty (30) day period commencing on the thirty-first (31tst) day subsequent to the closing of the Business Combination, by surrendering the Warrants for that number of Ordinary Shares equal to one (1) Ordinary Share for every ten (10) Warrants so surrendered.”
(e) Section 4.4 of the Warrant Agreement is deleted in its entirety and replaced with the following new Section 4.4: “In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than the Company’s initial Business Combination or a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section 4.1.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and...
Amendment to Warrant Agreement. The Company and the Warrant Agent hereby amend the Warrant Agreement to add a new “Section 6.5” immediately following “Section 6.4” which shall read as follows:
Amendment to Warrant Agreement. The Company and the Holder hereby agree that, upon execution of this Letter Agreement, the Warrant Agreement will be deemed amended in accordance with the following:
Amendment to Warrant Agreement. In accordance with Section 3(b) of the Warrant Agreement, the Expiration Date for the Warrants is hereby extended to June 8, 2020.
