M III ACQUISITION CORP. (NASDAQ:MIII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
Waiver, Consent and Agreement to Forfeit Founder Shares
On March20, 2018, the Company, the Seller,IEA, the Seller’s Representative, the Merger Subs and the Sponsors entered into a Waiver, Consent and Agreement to Forfeit Founder Shares (the “Waiver”), to which, among other things, the Seller and IEA agreed to waive the condition to Closing set forth in Section9.14 of the Merger Agreement and the termination right set forth in Section10.1(g)(ii)of the Merger Agreement; provided, in each case that (i)Available Cash is not less than $72.0 million (and if Available Cash is less than $72.0 million, the Seller’s Representative can terminate the Merger Agreement in accordance with Section10.1(g)(ii)thereof), (ii)the transactions contemplated by the Advisor Commitment Agreements (as defined below) have been consummated (or will be consummated substantially concurrently with Closing) and (iii)the amount available to be drawn on the date on which the Closing occurs (the “Closing Date”) is not less than (x)the amount required to pay Transaction Expenses and any Working Capital Overage plus (y)an amount equal to the amount by which Available Cash is less than $100.0 million. The Seller and IEA also consented to the transactions contemplated by the Advisor Commitment Agreements, as well as certain additional agreements with advisors to the Company and Seller that may be entered into prior to Closing. In connection therewith, Seller and IEA agreed that: (a)all shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) issued to or acquired by the advisors party to the Advisor Commitment Agreements shall be “Registrable Securities” for all purposes of the Buyer A&R Registration Rights Agreement to be executed and delivered at Closing, (b)the number of shares of Common Stock referenced as outstanding on the date of the Investor Rights Agreement in the definition of the Sponsor Higher Condition and the Sponsor Minimum Condition in the Investor Rights Agreement to be executed and delivered at Closing shall be reduced by the number of Founder Shares forfeited in accordance with the terms of the Waiver; and (c)the number of “Founder Shares” and “Earnout Shares” set forth opposite the name of each Sponsor on ExhibitA to the Founder Shares Amendment Agreement shall be reduced by the number of Founder Shares and “Earnout Shares”, respectively, that the Sponsors have forfeited to the Waiver (and after giving effect to any forfeiture of Founder Shares at Closing to the Forfeiture Agreement entered into prior to the date of this Current Report on Form8-K and referenced in Amendment No.5 to the Merger Agreement).
The Company agreed to waive the condition to Closing set forth in Section8.11 of the Merger Agreement; provided, that (i)Available Cash is not less than $72.0 million, (ii)the transactions contemplated by the Advisor Commitment Agreements have been consummated (or will be consummated substantially concurrently with Closing) in accordance with the terms thereof, unless the failure of such transactions to be so consummated arises out of or in connection with a breach by the Company of its obligations under the Waiver, in which case the condition shall be waived and (iii)the aggregate amount of commitments available to the Company on the Closing Date under the Replacement Credit Facility is not less than $100.0 million and the amount available to be drawn on the Closing Date is not less than (x)the amount required to pay Transaction Expenses and any Working Capital Overage plus (y)an amount equal to the amount by which Available Cash is less than $100.0 million.
