Warrant Agreement Amendment definition
Examples of Warrant Agreement Amendment in a sentence
Furthermore, the Company agrees, and by acceptance of any Warrant, each initial Holder is deemed to have agreed, to treat the amendments of warrants pursuant to the Warrant Agreement Amendment and the Additional Warrant Agreement Amendment, as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended.
The Company shall have received the following agreements duly executed by Buyer (and the Founder with respect to the Registration Rights Agreement): (i) the Exchange and Support Agreement; (ii) the Registration Rights Agreement; and (iii) the Warrant Agreement Amendment.
The Company and Greenlight shall execute Amendment No. 2 to the Warrant Agreement dated as of June 19, 2001, as amended between the Company and The Bank of New York, as successor in interest to the corporate trust business of United States Trust Company of New York, as warrant agent in substantially the form attached hereto as Schedule 8.7 (the "Warrant Agreement Amendment").
Buyer, the Sponsor, Appleton and PDC desire to enter into this Amendment to amend the terms of the proposed Warrant Agreement Amendment to eliminate the ability of holders of Public Warrants to receive the Earn-Out Share Consideration (as defined in Amendment No. 1 to Equity Purchase Agreement).
At the Recapitalization Closing, the Company will deliver to each Investor Party the Common Stock Warrant Agreement Amendment and any other documentation reasonably requested to be delivered in connection with the Recapitalization.
Sponsors desire Parent, Merger Sub and the Company to enter into the Merger Agreement and Sponsors desire the Company and the Warrant Agent to enter into the Warrant Agreement Amendment.
The Company and the Common Warrantholders agree to seek the consent of the Warrant Agent to the Common Stock Warrant Agreement Amendment.
The Company and each applicable Affinion Party shall substantially concurrently with the consummation of the Investment execute (i) the Amended Senior Secured Credit Agreement, the Supplemental Indenture, the New Indenture, the Charter Amendment, the New Warrant Agreement, the Registration Rights Agreement, the Stockholders Agreement and the Warrant Agreement Amendment and, (ii) in the event of the In-Court Restructuring, the Plan and the DIP/Cash Collateral Documents.
The Warrant Agreement Amendment eliminated the conditions restricting the exercise of the Trigger Price B Warrants and the Trigger Price C Warrants held by the Prepetition Lenders (collectively, the “Amended Lender Warrants”), including the minimum share price conditions, such that all Amended Lender Warrants were immediately exercisable.
This Agreement has been duly executed and delivered by each of the Parent and the Company and constitutes the valid and binding obligation of each of the Parent and the Company enforceable in accordance with its terms and the Warrant Agreement Amendment has been duly executed and delivered by the Company and constitute the valid and binding obligation of the Company enforceable in accordance with its terms.