Amendments to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:
Amendments to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:
(a) Section 3.3 of the Warrant Agreement is hereby amended by the addition of Section 3.3(f) which shall read as follows:
Amendments to the Warrant Agreement. The Company and Warrantholder hereby agree to the following amendments to the Warrant Agreement.
(A) The definition of “Equity Round” is hereby amended and restated in its entirety to read as follows:
Amendments to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:
a) In the context of the Obligations to be assumed, any reference to “the Company” in the Warrant Agreement (including all Exhibits thereto) shall mean “Model Performance Mini Corp.” and all references to “Ordinary Shares” (including all Exhibits thereto) shall mean “Ordinary Shares of Model Performance Mini Corp.;”
b) Section 2.4 “Detachability of Public Warrants” shall be deleted in its entirety as it is no longer in force and effect; except that the term “Representative” which was defined in Section 2.4 as “Maxim Group LLC, as representative of the underwriters,” shall continue to be defined as such throughout the Warrant Agreement;
Amendments to the Warrant Agreement. (a) References in the Warrant Agreement (i) to the “Company” shall refer to Talos Energy Inc. and (ii) to the “Common Stock” shall refer to the common stock, par value $0.01 per share, of Talos Energy Inc.
(b) Pursuant to Section 4.07(c) of the Warrant Agreement, following the Merger Effective Time, the Warrants shall be, and the Warrant Agreement and the Warrants are hereby amended to provide that the Warrants thenceforth shall be, exercisable for one share of New Talos Common Stock (such one share of New Talos Common Stock comprising, for purposes of the Warrant Agreement and the Warrants, the “Unit of Reference Property” deliverable upon exercise of Warrants, in lieu of each share of Stone Energy Common Stock theretofore so deliverable, after, and as a result of, the Reorganization Event constituting the Merger) in lieu of each share of Stone Energy Common Stock theretofore receivable upon exercise of such Warrants, at the Exercise Price of $42.04 per share of New Talos Common Stock, with such adjustments as to future transactions, if any, as provided in Article 4 of the Warrant Agreement.
(c) The first paragraph of Section 6.15 of the Warrant Agreement is hereby deleted in its entirety and replaced as follows: “Any notice or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the Global Warrant Holder to or on the Company shall be sufficiently given or made if in writing and sent by mail first-class, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: Talos Energy Inc. 000 Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attention: General Counsel Facsimile: (000) 000-0000 with a copy to: Xxxxxx & Xxxxxx L.L.P. 0000 Xxxxxx Xxxxxx, Suite 2500 Houston, TX 77002 Attention: Xxxxxxx X. Xxxx Xxxxx X. Xxxxxxxxxx Facsimile: (000) 000-0000
(d) Exhibit A of the Warrant Agreement is hereby deleted in its entirety and replaced by a new Exhibit A in the form of Annex A to this Amendment.
(e) Section 5.04 of the Warrant Agreement is hereby amended by adding to the end thereof a new subsection (d) to read as follows: “Any Global Warrant Certificate executed and issued after the effectiveness of any modification or amendment pursuant to this Section 5.04 may, and shall if required by the Warrant Agent, bear a notation in form approved by the Warrant Agent as to any matter provided for in such modification or amendment. If the Company shall so determine, a new Global...
Amendments to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:
a) In the context of the Obligations to be assumed, any reference to “the Company” in the Warrant Agreement (including all Exhibits thereto) shall mean “Big Tree Cloud Holdings Limited,” all references to “Shares” (including all Exhibits thereto) shall mean “Ordinary Shares of Big Tree Cloud Holdings Limited,” and all references to “Stockholders” (including all Exhibits thereto) shall mean “Shareholders of Big Tree Cloud Holdings Limited;”
b) Section 2.5 “Detachability of Public Warrants” shall be deleted in its entirety as it is no longer in force and effect; except that the term “Representative” which was defined in Section 2.4 as “XX Xxxxxx, as representative of the underwriters,” shall continue to be defined as such throughout the Warrant Agreement;
Amendments to the Warrant Agreement. (a) Section 1.01 of the Warrant Agreement is hereby amended by adding the following new definitions: SC1:4504114.2
Amendments to the Warrant Agreement. The Company, the Warrant Agent and the Holders party hereto hereby agree to the following amendments to the Warrant Agreement.
(A) Section 3.2.1(c) of the Warrant Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:
3.1 Section 3.4 of the Warrant Agreement is hereby amended by inserting immediately following the word "Offering" the words "or Follow-on Offering, as applicable".
3.2 Section 6.4 of the Warrant Agreement is hereby amended by deleting the words "Registration Statement" from the first and second sentences of such Section and substituting in lieu thereof the words "Registration Statements". Section 6.4 of the Warrant Agreement is hereby further amended by deleting the word "Prospectus" from the second sentence of such Section and substituting in lieu thereof the word "Prospectuses".
Amendments to the Warrant Agreement. The Warrant Agreement is hereby amended as follows:
a) In the context of the Obligations to be assumed, any reference to “the Company” in the Warrant Agreement (including all Exhibits thereto) shall mean “Big Tree Cloud Holdings Limited” and all references to “Ordinary Shares” (including all Exhibits thereto) shall mean “Ordinary Shares of Big Tree Cloud Holdings Limited;”
b) Section 2.4 “Detachability of Public Warrants” shall be deleted in its entirety as it is no longer in force and effect; except that the term “Representative” which was defined in Section 2.4 as “XX Xxxxxx, as representative of the underwriters,” shall continue to be defined as such throughout the Warrant Agreement;
