Amendment to the Preamble. The second paragraph of the preamble is hereby deleted in its entirety and replaced with the following:
Amendment to the Preamble. The first and second recitals of the Agreement are hereby deleted in their entirety and replaced with the following:
Amendment to the Preamble. The first paragraph of the Preamble of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows: Ladies and Gentlemen:
Amendment to the Preamble. The Preamble of the Purchase Agreement is amended to include Xxxxx Xxxxx Xxxxxxxx in his individual capacity and the amended Preamble shall read as follows: “and XXXXX XXXXX XXXXXXXX, in his individual capacity and as the legal and beneficial owner of all the shares of Seller’s issued and outstanding capital stock (“Xxxxxxxx” or “Shareholder”).”
Amendment to the Preamble. The preamble is hereby amended by deleting the reference to “(the “Borrower”)” therein.
Amendment to the Preamble. Paragraph B of the preamble of the Credit Agreement is hereby amended by (i) replacing “prior to” with “after” and (ii) replacing “100%” with the phrase “at least 80.1%”.
Amendment to the Preamble. The preamble of the Agreement is hereby amended by replacing such section in its entirety with the following: THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2021 by and among Trebia Acquisition Corp., a Cayman Islands exempted company (“Trebia”), S1 Holdco, LLC, a Delaware limited liability company (“S1 Holdco”), System1 Midco, LLC, a Delaware limited liability company (“S1 Midco”), System1 S1, LLC, a Delaware limited liability company (“S1”), OpenMail LLC, a Delaware limited liability company (“OpenMail”), Orchid Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of Trebia (“Trebia Merger Sub”), Orchid Merger Sub II, LLC, a Delaware limited liability company (“Trebia Merger Sub LLC”), Orchid Xxxxx, LLC, a Delaware limited liability company (“Xxxxxx Xxxxx LLC”), CSC III System1 Blocker Inc., a Delaware corporation (“XXX Xxxxxxx 0”), XXX (Xxxxxxxx) XXX System1 Blocker, Inc., a Delaware corporation (“CSC Blocker 2”), CSC III-A System1 Blocker, Inc., a Delaware corporation (“CSC Blocker 3” and, together with CSC Blocker 1 and CSC Blocker 2, the “CSC Blockers”), Court Square Capital Partners III, L.P., a Delaware limited partnership (“Court Square III L.P.”), Court Square Capital Partners (Offshore) III, L.P., a Cayman Islands limited partnership (“Court Square (Offshore) L.P.”), Court Square Capital Partners III-A, L.P., a Delaware limited partnership (“Court Square III-A L.P.” and, together with Court Square III L.P. and Court Square (Offshore) L.P., the “Blocker Parents”), Court Square Capital GP III, LLC, a Delaware limited liability company (“Court Square Capital GP”), Court Square Capital Partners (Executive) III, L.P., a Delaware limited partnership (“Court Square Executive” and, together with Court Square Capital GP and Court Square III L.P., the “Court Square GPs”), System1 SS Protect Holdings, Inc., a Delaware corporation (“Protected”), the Persons listed on Exhibit L (collectively, the “Redeemed OM Members”), Trasimene Trebia, LP (“Trasimene Sponsor”), BGPT Trebia LP (“BGPT Sponsor” and, together with Trasimene Sponsor, the “Founders”) and the Protected Rollover Parties (as defined below). Xxxxxx, X0 Holdco, S1 Midco, S1, OpenMail, Trebia Merger Sub, Xxxxxx Xxxxx LLC, Trebia Merger Sub LLC, the CSC Blockers, the Blocker Parents, the Court Square GPs, Protected, the Redeemed OM Members, the Founders and the Protected Rollover Parties are collectively referred to herein as the...
Amendment to the Preamble. The second paragraph of the preamble of the Rights Agreement is hereby modified and amended by deleting the phrase “the Redemption Date and the Final Expiration Date” and replacing it with “the Redemption Date, the Termination Time and the Final Expiration Date.”
Amendment to the Preamble. The preamble on page 1 of the Existing Credit Agreement is hereby amended by deleting the reference therein to “Royal Bank of Canada” and replacing such reference with “Bank of Montreal”.
Amendment to the Preamble. The first paragraph of the Preamble of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows: Ladies and Gentlemen: Xxxxxx Validus Mission Critical REIT II, Inc. (the “ Company ”) is a Maryland corporation that elected to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with its taxable year ended December 31, 2014. The Company is offering (a) up to $2,250,000,000 in shares of Class A common stock (“Class A Shares”), shares of Class T common stock (“Class T Shares”), shares of Class T2 common stock (“Class T2 Shares”) and shares of Class I common stock (“Class I Shares”) $0.01 par value per share (collectively, the “Primary Shares”), at an offering price of $10.078 per Class A Share, $9.649 per Class T Share, $9.598 per Class T2 Share and $9.162 per Class I Share, or at such offering price per Class A Share, per Class T Share, per Class T2 Share and per Class I Share otherwise disclosed in the Prospectus (as defined in Section 1(a) ) (subject to certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), in the primary offering (the “Primary Offering”), and (b) up to $100,000,000 in Shares at an offering price of $9.07 per Class A Share, $9.07 per Class T Share, $9.07 per Class T2 Share and $9.07 per Class I Share (the “DRP Shares” and together with the Primary Shares, the “Shares”), or at such offering price per Class A Share, per Class T Share, per Class T2 Share and per Class I Share as otherwise disclosed in the Prospectus, for issuance through the Company’s distribution reinvestment plan (the “ DRP” and together with the Primary Offering, the “Offering”), all upon the other terms and subject to the conditions set forth in the Prospectus. The Company will provide an estimated per share net asset value (“NAV”) of its common stock at least annually, at which time the Company’s board of directors may update the per share offering prices of Shares to reflect such updated estimated per share NAV amounts. The Company reserves the right to (i) reallocate the Shares among the Class A Shares, Class T Shares, Class T2 Shares and Class I Shares and (ii) reallocate the Shares between the Primary Shares and the DRP Shares. The Company also reserves the right to discontinue offering any class of Shares at any time during the Offering, which shall be disclosed in the Prospectus.
