Amendments to Subscription Agreement. A. Section 1(f) of the Subscription Agreement is hereby amended and restated in its entirety as follows: “Notwithstanding anything to the contrary in the Shareholders’ Agreement or the Charter, except in connection with an Approved Sale (as defined in the Charter) and except as otherwise consented to by the Issuer, (a) from the date hereof through the consummation of the first underwritten public offering by the Issuer registered under the Securities Act after May 17, 2012 (the “IPO”), the Purchaser shall not, and each of its respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Issued Shares to any Competitor, and each transferee of any Issued Shares shall, concurrent with and as a condition precedent to, any transfer of Issued Shares, execute and deliver to the Issuer a joinder agreement to this Section 1(f), and (b) at any time following the consummation of the IPO, the Purchaser shall not, and each of its respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Issued Shares to any person known by the Purchaser, each of its respective transferees and any subsequent transferees, as the case may be, to be a Competitor.”
Amendments to Subscription Agreement. (A) The following Definitions in Section 1.1. are amended in its entirety to read as follows:
Amendments to Subscription Agreement. The parties hereby agree that the Subscription Agreement is to be amended as follows:
Amendments to Subscription Agreement. 1. Section B.2 of the Subscription Agreement is amended and restated in its entirety as follows:
Amendments to Subscription Agreement. 1. The legend set forth in Section D.1.(d) of the Agreement is amended and restated as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, OFFERED OR SOLD EXCEPT (A) IN COMPLIANCE WITH THE PROVISIONS OF A CERTAIN SUBSCRIPTION AGREEMENT AND A CERTAIN SHAREHOLDERS AGREEMENT AND (B) PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (B)(2) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF WACHTELL, LIPTON, ROSEN & KATZ, OR SUCH OTHER COUNSEL AS IS REASONABLY SATISFACTORY TO XXCH CAPITAL GROUP LTD., TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE."
Amendments to Subscription Agreement. 1.1 Subsection 1.3 of the BG Sub Agreement shall be deleted in its entirety and replaced as follows: “Upon vesting, each Series B Warrant will entitle the Subscriber to purchase one share of the Company’s common stock at a purchase price of $1.50 per share during the period (the “Series B Exercise Period”) beginning on the date they vest (the “Series B Vesting Date”) and expiring on the first anniversary of the Series B Vesting Date (the “Series B Expiration Date”). The Series B Vesting Date shall be the date upon which the last of the 5,000,000 Series A Warrants issued, in the aggregate, to the group of investors comprised of the Subscriber, Xxxxx Xxxxxx, Xxxxxxx X. Xxxxx and Xxxxxx Xxxxx (collectively, the “Investor Group”) is exercised; provided, however, that if the Investor Group does not exercise all 5,000,000 of the Series A Warrants issued to them prior to the expiration of the Series A Exercise Period, none of the Series B Warrants, the Series C Warrants or the Series D Warrants shall vest and all of them shall become void and be of no further force or effect from and after December 31, 2006 at 5:00 p.m., Pacific Standard Time.”
Amendments to Subscription Agreement. 2.1 Each of the parties to this Amendment agrees that, with effect on and from the Amendment Date, the Subscription Agreement will be amended by this Amendment as set out in this Section 2.
Amendments to Subscription Agreement
