Item 1.01. Entry into a Material Definitive Agreement.
On
The Original Agreement provided that certain obligations of the Company with respect to the directors of the Company designated by Azurite would terminate if Azurite and its affiliates do not own at least 3,946,558 Common Shares of the Company. The Amendment reduced the amount of that share ownership threshold to 3,600,000 Common Shares of the Company.
The Original Agreement also provided that Azurite is subject to certain standstill provisions, including one provision that prohibited Azurite from offering to acquire, agreeing to acquire or acquiring rights to acquire, directly or indirectly, any voting securities of the Company which would result in the ownership or control of, or other beneficial ownership interest, in excess of 19.9% of the then-outstanding Common Shares. The Amendment reduced the percentage of that beneficial ownership interest threshold to 9.995% of the total voting power represented by all shares of capital stock of the Company.
The foregoing description of terms and conditions of the Amendment is qualified
in its entirety by reference to the full text of the Amendment, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the Original
Agreement, a copy of which is attached as Exhibit 10.1 to the Company's
Current Report on Form 8-K filed on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 10.1 Amendment No.1 to Cooperation Agreement, datedNovember 21, 2022 , by and between the Company and Azurite. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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