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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/27/21 Adtalem Global Education Inc. 8-K:1,9 7/21/21 12:219K Business Wire/FA |
Document/Exhibit Description Pages Size 1: 8-K Adtalem Global Education Inc. 8-K HTML 25K 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 21K Liquidation or Succession 8: R1 Document and Entity Information HTML 51K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- a52466664_htm XML 20K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.DEF XBRL Definitions -- atge-20210721_def XML 50K 5: EX-101.LAB XBRL Labels -- atge-20210721_lab XML 75K 6: EX-101.PRE XBRL Presentations -- atge-20210721_pre XML 54K 3: EX-101.SCH XBRL Schema -- atge-20210721 XSD 16K 11: JSON XBRL Instance as JSON Data -- MetaLinks 15± 22K 12: ZIP XBRL Zipped Folder -- 0001157523-21-000931-xbrl Zip 17K
1.
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Initial DOE Preacquisition Response.
In consideration of the agreements set forth in this Amendment, each of Purchaser and Seller hereby acknowledge and agree that the Initial DOE Preacquisition Response shall be deemed to constitute, and to meet the definition of, a DOE
Preacquisition Response, including for purposes of Section 6.01(c)(i) of the MIPA. Each of Purchaser and Seller hereby (x) waives any right that it may have to terminate the MIPA pursuant to Section 7.01(b)(iii) or Section 7.01(c)(ii)
thereof, as applicable, in each case, in respect of the Initial DOE Preacquisition Response and (y) agrees that it will not terminate or seek to terminate the MIPA pursuant to Section 7.01(b)(iii) or Section 7.01(c)(ii) thereof, as
applicable, in each case, in respect of the Initial DOE Preacquisition Response.
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2.
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Amendments to the MIPA and the Seller
Disclosure Schedule. The MIPA and the Seller Disclosure Schedule shall be amended as follows:
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a.
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Section 8.02(a) of the MIPA shall be amended to replace the period at the end of Section 8.02(a)(vi) with “; or” and add a new clause
(vii) reading in its entirety as set forth below:
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b.
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A new Section 8.02(a)(vii) shall be added to the Seller Disclosure Schedule and the item set forth on Schedule I to this Amendment shall
be set forth thereon.
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c.
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Section 8.04(b) of the MIPA shall be amended to replace clause (ii) thereof in its entirety with the below:
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d.
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Section 8.04 of the MIPA shall be amended to replace clause (e) thereof in its entirety with the below:
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3.
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Except as expressly amended or waived in this Amendment or as previously amended or waived in writing between the Parties, (i) the terms
of the MIPA and the Seller Disclosure Schedule remain in full force and effect and unchanged, and (ii) this Amendment shall not operate as a waiver or consent to any past, present or future breach of any provision of the MIPA. On and after
the Effective Date, each reference in the MIPA to “this Agreement” or to the “Seller Disclosure Schedule” or words of similar import, as applicable, shall mean and be deemed to be a reference to the MIPA or the Seller Disclosure Schedule,
as applicable, as amended by this Amendment.
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4.
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The provisions of Section 10.03 through Section 10.17 of the MIPA are hereby incorporated by reference into this Amendment, mutatis mutandis.
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ADTALEM GLOBAL EDUCATION INC.
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By: |
/s/ Stephen W. Beard
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Name: Stephen W. Beard
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Title: Chief Operating Officer
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LAUREATE EDUCATION, INC.
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By: |
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Name: Rick Sinkfield
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Title: Chief Legal Officer and Chief Ethics and
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Compliance Officer
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[Signature Page - Waiver and Amendment to MIPA]
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 7/27/21 | |||
For Period end: | 7/21/21 | |||
7/20/21 | ||||
6/23/21 | 4 | |||
9/11/20 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/10/23 Adtalem Global Education Inc. 10-K 6/30/23 134:23M Toppan Merrill Bridge/FA 8/11/22 Adtalem Global Education Inc. 10-K 6/30/22 137:22M Toppan Merrill Bridge/FA 8/19/21 Adtalem Global Education Inc. 10-K 6/30/21 126:18M Toppan Merrill Bridge/FA 8/12/21 Adtalem Global Education Inc. 8-K:1,2,8,9 8/12/21 14:2M Business Wire/FA |