Amendment to the Business Combination Agreement. (a) Section 9.1 of the Original Agreement is hereby amended by adding the following as a new Section 9.1(o):
Amendment to the Business Combination Agreement. (a) Section 7.1(d) of the Business Combination Agreement is hereby deleted and replaced with the following: “by either SPAC or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to September 30, 2021 (the “Termination Date”); provided, that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SPAC if SPAC’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if (x) either Company Party’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date or (y) a Supporting Company Shareholder’s breach of its covenants or obligations under the Transaction Support Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;”
Amendment to the Business Combination Agreement. (a) Insert New Definition. The following new definition of “Available Cash” is hereby inserted in Section 1.01(b) of the Business Combination Agreement:
Amendment to the Business Combination Agreement a. Section 2.05(b) of the Business Combination Agreement is amended in its entirety to provide as follows: “GAMC shall take all lawful actions so that, at the Effective Time, (i) the directors of GAMC shall consist of a total of nine (9) directors, of which (A) two (2) directors shall be designated by the Company, who shall be the founders of the Company, (B) two (2) directors shall be designated by Sponsor, who shall be reasonably acceptable to the Company, and (C) five (5) directors shall qualify as an “independent director” as such term is defined in Nasdaq Listing Rule 5605(a)(2) and shall be designated by the Chief Executive Officer of the Company in good faith consultation with GAMC, and (ii) the officers of GAMC shall be those individuals that are designated by the Company in good faith consultation with GAMC, in each case, each to hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal in accordance with the GAMC Second Amended and Restated Certificate of Incorporation and the GAMC Amended Bylaws.”
Amendment to the Business Combination Agreement. The first sentence of Section 7.17(a) of the Business Combination Agreement is hereby amended and restated in its entirety as follows: Upon the Effective Time, the BCAC Board and the board of directors of the Surviving Corporation shall consist of eight (8) members, which shall consist of (i) seven (7) members to be selected by the Company and (ii) one (1) member to be selected by BCAC (it being understood that such members have the necessary skills and credentials to be members of a board of directors of a publicly traded company, a majority of the board shall be considered “independent” under the Stock Exchange requirements and that at least one (1) member shall meet the audit committee financial expert requirement).
Amendment to the Business Combination Agreement. (a) Amended and Restated the Definition of “
Amendment to the Business Combination Agreement. 1. Amend and Restate the definition “Indebtedness”. The definition “
Amendment to the Business Combination Agreement. 1. Delete Section 6.1(g). Section 6.1(g) of the Business Combination Agreement is hereby deleted.
Amendment to the Business Combination Agreement. (a) Section 9.1(b) of the Business Combination Agreement is hereby amended and restated in its entirety as follows: “(b) (i) by either SPAC or the Company if the Closing shall not have occurred by January 18, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement or (ii) notwithstanding anything to the contrary, prior to the occurrence of a Qualifying PIPE Agreement, by the Company in order to concurrently enter into a merger agreement, purchase agreement, subscription agreement, or similar definitive document or agreement with respect to any Company Business Combination;”
Amendment to the Business Combination Agreement. 1. Amend and Restate the definition “Alvarium Closing Cash Adjustment”. The definition “
