Amendments and Incorporation of Terms under Transaction Documents. Effective as of the date the Required Holders execute a consent to the transactions contemplated hereby and to amendments in the form of this Section 2 (the “Required Consent”), the Initial Securities Purchase Agreement and each of the other Transaction Documents shall be amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(i) The defined term “Notes” is hereby amended to include the New Preferred Shares (as defined herein).
(ii) The defined term “Conversion Shares” is hereby amended to include the New Conversion Shares (as defined herein).
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the date hereof, the Securities Purchase Agreement and each of the other Transaction Documents are hereby amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(i) The defined term “Notes” is hereby amended to include the New Primary Securities (as defined herein and as defined pursuant to each Other Agreement, if any).
(ii) The defined term “Conversion Shares” is hereby amended to include New Underlying Shares (as defined herein and as defined pursuant to each Other Agreement, if any).
(iii) The defined term “Transaction Documents” is hereby amended to include this Agreement and each Other Agreement, if any.
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the date hereof, the Securities Purchase Agreement and each of the other Transaction Documents are hereby amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(a) The defined term “Notes” is hereby amended to include the New Preferred Shares (as defined herein).
(b) The defined term “Conversion Shares” is hereby amended to include the New Conversion Shares (as defined herein).
(c) The defined term “Irrevocable Transfer Agent Instructions” is hereby amended to include the Additional Transfer Agent Instructions.
(d) The defined term “Transaction Documents” is hereby amended to include this Agreement.
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the date hereof, the Securities Purchase Agreement and each of the other Transaction Documents are hereby amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(i) The defined term “Notes” is hereby amended to mean the New Note (as defined herein).
(ii) The defined term “Transaction Documents” is hereby amended to include this Agreement and the other Exchange Documents.
Amendments and Incorporation of Terms under Transaction Documents. Effective as of each applicable Subscription Time, each Securities Purchase Agreement and each of the other Transaction Documents shall be amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(i) The defined term “Notes” is hereby amended to include the New Notes (as defined herein).
(ii) The defined term “Conversion Shares” is hereby amended to include the New Conversion Shares (as defined herein).
(iii) The defined term “Transaction Documents” is hereby amended to include this Agreement and the other Restructuring Documents.
(iv) The first sentence of Section 9(a) of each Securities Purchase Agreement is hereby amended by replacing each instance of “State of New York” with “State of Delaware”.
(v) The second sentence of Section 9(a) of each Securities Purchase Agreement is hereby amended by replacing “The City of New York, Borough of Manhattan” with “Wilmington, Delaware”.
(vi) The form of Note attached to each Securities Purchase Agreement as Exhibit A thereto is hereby amended and restated as Exhibit A attached hereto.
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the date hereof, the Securities Purchase Agreement and each of the other Transaction Documents are hereby amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(i) The defined term “Notes” is hereby amended to mean the New Note (as defined herein).
(ii) The defined term “Transaction Documents” is hereby amended to include this Agreement and the other Exchange Documents.
(iii) The defined term “Business Day” is hereby amended and restated as the Business Day (as defined in the New Note).
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the date hereof, the 2022 Purchase Agreement, each of the other Transaction Documents (as defined in the 2022 Purchase Agreement), the 2023 Purchase Agreement, and each of the other Transaction Documents (as defined in the 2023 Purchase Agreement) are hereby amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(i) Solely for purposes of the 2023 Purchase Agreement, the defined term “Notes” (as defined in the 2023 Purchase Agreement) is hereby amended to include the Exchange Note (as defined herein).
(ii) Solely for purposes of the 2023 Purchase Agreement, the defined term “Conversion Shares” (as defined in the 2023 Purchase Agreement) is hereby amended to include the Exchange Shares issuable pursuant to the terms of the Exchange Notes, including, without limitation, upon conversion or otherwise.
(iii) The defined term “Transaction Documents” (as defined in the 2023 Purchase Agreement) is hereby amended to include this Agreement and the Exchange Note.
(iv) The Holder waives, in part, the definition of “Permitted Indebtedness” (as defined in the 2023 Initial Notes) such that the Exchange Note shall be deemed to be “Permitted Indebtedness” thereunder.
(v) The form of Additional Note attached as Exhibit A to the 2023 Purchase Agreement is hereby amended and restated to the form of Additional Note attached hereto as Exhibit E, which has been amended solely to include the Exchange Note as clause (vi) in the definition of “Permitted Indebtedness” in Section 33(xx) and “Excluded Securities” Section 33(ee) thereof.
(vi) The Holder waives, in part, the definition of “Excluded Securities” in Section 19(u) of the 2023 Warrant, such that the Exchange Note shall be deemed to be “Excluded Securities” under the 2023 Warrant.
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the date hereof, the Registration Rights Agreement is hereby amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(i) The defined term “Registrable Securities” is hereby amended to mean the Right Shares or the shares of Common Stock issued or issuable upon the conversion of the Notes.
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the Effective Time, the Securities Purchase Agreement and each of the other Transaction Documents are hereby amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
6.2.1 The defined term “Notes” is hereby amended to include the New Preferred Shares (as defined herein).
6.2.2 The defined term “Conversion Shares” is hereby amended to include the Final Closing Exchange Shares.
6.2.3 The defined term “Transaction Documents” is hereby amended to include this Agreement and the Exchange Documents and the New Certificate of Designation.
Amendments and Incorporation of Terms under Transaction Documents. Effective as of the Effective Time, the Securities Purchase Agreement and each of the other Transaction Documents are hereby amended as follows (and any such agreements, covenants and related provisions therein shall be deemed incorporated by reference herein, mutatis mutandis, as amended as such):
(i) The defined term “Warrants” is hereby amended to include the New Note (as defined herein), except for those set forth in Section 3.1(f) of the Securities Purchase Agreement as relates to the Registration Statement.
(ii) The defined term “Transaction Documents” is hereby amended to include this Agreement and the Exchange Documents.
