Amendment to Section 4.11. Section 4.11 of the Existing Credit Agreement is hereby amended by replacing it in its entirety with the following:
Amendment to Section 4.11. The first sentence of Section 4.11 is hereby amended and restated in its entirety to read as follows:
Amendment to Section 4.11. Section 4.11 of the Existing Credit Agreement is hereby amended by replacing the comma at the end of clause (c) thereof with the following language (to be inserted immediately prior to the words “the Borrower may”): “, or (d) becomes a Defaulting Lender, then, upon the occurrence of any of the events set forth in clauses (a), (b), (c) or (d)”.
Amendment to Section 4.11. Section 4.11 of the Interim Investors Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof: “Family Investor Rollover. Parent, the Family Investor and each Sponsor Investor will cooperate to structure the contribution of the equity held by the Family Investor to Parent as contemplated by the Equity Commitment Letter executed by the Family Investor and the Assignment and Assumption Agreement, dated as of the date hereof, among the Sponsor Investors and the Family Investor (the “Family Investor Assignment”) as a tax-free exchange (other than with respect to any cash received by the Family Investor in the Merger or as consideration for the purchase by Parent of any shares held by the Family Investor pursuant to the last sentence of this Section 4.11) to the extent permitted by law; provided, however, that under no circumstances shall any party be required to take any action or agree to any amendment, waiver or modification of the Merger Agreement or any related agreement (including this Agreement) pursuant to this Section 4.11 if such action or amendment, waiver or modification would be adverse to such person or any Sponsor Investor (provided that the incurrence of immaterial costs or expenses shall not be deemed to be adverse for purposes of this sentence). In addition, none of the Parent or any Sponsor Investor may take any action to amend, modify or waive any provision of the Merger Agreement or any related agreement (including this Agreement) if such amendment, waiver or modification would result in an adverse change in the ability of the Family Investor to contribute the equity held by it to Parent as a tax-free exchange (other than with respect to any cash received by the Family Investor in the Merger or as consideration for the purchase by Parent of any shares held by the Family Investor pursuant to the last sentence of this Section 4.11). Notwithstanding anything to the contrary contained in this Agreement (including Schedule B hereof), the Equity Commitment Letter executed by the Family Investor or any other agreement or document, subject to the entry into a subscription agreement in a form reasonably satisfactory to Parent and the satisfaction of any conditions set forth therein, Parent hereby agrees that, immediately prior to the Closing, Parent will purchase from the Family Investor and any Permitted Family Transferee and any Friends and Family Participant at a purchase price per share payable in cash equal to ...
Amendment to Section 4.11. Section 4.11 of the Guarantee and Collateral Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the words “[RESERVED]”.
Amendment to Section 4.11. Section 4.11 of the Business Combination Agreement is hereby amended by deleting the following language: The SPAC Closing Cash will be sufficient to enable SPAC to pay all of the SPAC Transaction Expenses accrued and unpaid as of the Closing.
Amendment to Section 4.11. Section 4.11 of the Merger Agreement is hereby amended by deleting Section 4.11 thereof in its entirety and substituting “[Intentionally Omitted]” therefor.
Amendment to Section 4.11. Section 4.11 of the Stock Purchase Agreement is hereby deleted and amended to read as follows: “The parties acknowledge and agree that none of the Acquired Companies, other than the Company, are direct subsidiaries of Seller as of the date of this Agreement. Prior to the Closing, Quiksilver and its Affiliates intend to restructure the ownership of the Acquired Companies to cause Riviera SNC, Cleveland Golf Canada Corp. and Cleveland Golf Asia YK to be direct wholly-owned subsidiaries of Seller (the “Restructuring”). For the avoidance of doubt, all of the issued and outstanding shares of stock of Belfry Golf Limited and Cleveland Deutschland GmbH shall be held by Riviera SNC as of the Closing. The allocation of the Purchase Price with respect to each of the Company, Riviera SNC, Cleveland Golf Canada Corp. and Cleveland Golf Asia YK is set forth in Exhibit D.” Exhibit D to the Stock Purchase Agreement is attached hereto as Annex 1.
Amendment to Section 4.11. Effective as of the date hereof, part (a) of the third sentence of Section 4.11 of the Credit Agreement is hereby amended to remove the phrase “including business interruption insurance”.
