Amendment to clause 4. For any Supplier domiciled in Sweden, the following sentence shall be added at the end of clause 4.2:
Amendment to clause 4. Clause 4 of the Note is hereby amended and restated to read in its entirety as follows:
Amendment to clause 4. 2
7.1 as follows:
Amendment to clause 4. For any Supplier domiciled in Italy, this clause shall replace the equivalent provision of the Terms and Conditions in clause 4.2 as follows:
Amendment to clause 4. For any Supplier domiciled in Germany, this clause shall replace the equivalent provision of the Terms and Conditions in clause
Amendment to clause 4. For any Supplier domiciled in Peru, the following sentence shall be added at the end of clause 4.2:
Amendment to clause 4. For any Supplier domiciled in Ecuador, the following sentence shall be added at the end of clause 4.2:
Amendment to clause 4. For any Supplier domiciled in Singapore, this clause shall replace the equivalent provision of the Terms and Conditions in clause
Amendment to clause 4. 2(a) of the MIA
(a) Clause 4.2(a) of the MIA is deleted and replaced with the following: “Subject to the Scheme becoming Effective and clauses 4.2(b), 4.2(c) and 4.3, Nabi agrees in favour of Biota that, in consideration for the transfer to Nabi of each Scheme Share under the Scheme, Nabi accepts such transfer, and provides to each Scheme Shareholder such number of New Nabi Shares for each Scheme Share held by them, determined in accordance with paragraph (i) below, provided however that if Nabi completes a reverse stock split prior to the Implementation Date, then the number of New Nabi Shares for each Scheme Share calculated in accordance with paragraph (i) below will be adjusted in accordance with paragraph (ii) below.
(i) The number of New Nabi Shares to be issued by Nabi to each Scheme Shareholder for each Scheme Share held by them, is equal to: NN x (1 – Cash Ratio) NBD x Cash Ratio where: NN is the number of Nabi Shares outstanding as at 17 September 2012 (28,328,034) plus 1,187,335 (being one third of the number of Nabi stock options on issue as at 17 September 2012). NBD is the number of Biota Shares outstanding as at 17 September 2012 calculated on a fully diluted basis, being 187,402,665 (comprising 182,763,561 Biota Shares and 4,639,104 Biota Share Rights which will vest on Court approval of the Scheme). Cash Ratio is the exchange ratio determined in accordance with the following formula: where: BMC is Biota’s market capitalisation calculated by multiplying the US$ Ten Day VWAP by NBN . NBN is the number of Biota Shares outstanding as at 17 September 2012 on a non diluted basis, being 182,763,561.
(ii) In the event that Nabi completes a reverse stock split prior to the Implementation Date, then the number of New Nabi Shares for each Scheme Share calculated in accordance with paragraph (i) above is adjusted in accordance with the following formula:
Amendment to clause 4. (a) Clause 4.2(a) of the MIA is deleted and replaced with the following:
(a) Subject to the Scheme becoming Effective and clauses 4.2(b), 4.2(c) and 4.3, Nabi agrees in favour of Biota that, in consideration of the transfer to Nabi of each Scheme Share under the Scheme, Nabi accepts such transfer, and provides to each Scheme Shareholder 0.669212231 New Nabi Shares for each Scheme Share held by them; provided, however, that if:
(i) Nabi completes an issuer tender offer that is a Permissible Nabi Stockholder Cash Transaction, then the number of New Nabi Shares for each Scheme Share shall be a number determined in accordance with the following formula:
