Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (net of taxes payable and expenses related to the administration of the trust account and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Charter if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable;”
Amendment to Trust Agreement. 70Section 1. Amendment by Parties Articles I, VI, XI, Sections 1-4, inclusive and 7-9, inclusive of Article XIII and Exhibit A of this Agreement and Declaration of Trust may be amended in any respect, not specifically prohibited by Section 2 of this Article, from time to time by written instrument duly approved and executed by seventy- five percent (75%) in number of the individual Directors in office at the time. This Agreement and Declaration of Trust may otherwise be amended in any respect, not specifically prohibited in this Agreement, from time to time by written instrument duly executed and approved by 75% in number of the individual Directors in office at the time and ratified and approved in writing by at least 51% of the individual Employer parties (who at the time were obligated to make Contributions to the Plan within the 30 day period prior thereto and are not at the time delinquent as to contribution payments hereunder), and by at least 51% of the individual Union parties at the time. Upon ratification and approval by the last required signature thereto any such instrument constituting an amendment shall be annexed hereto. If such amendment does not by its own terms fix the effective date thereof then the Directors in their sole discretion shall have full power to fix such effective date by resolution provided that in such event such effective date shall not be a date prior to the ratification and approval by the last required signature thereto. Notwithstanding the foregoing, the rights of the Directors to amend provisions of this Agreement and Declaration of Trust by resolution, to the extent authorized by specific provisions of this Agreement and Declaration of Trust, shall remain in effect unless such authorization is amended in accordance with the terms of this Article X.
Amendment to Trust Agreement. Amendment by Parties 57 Section 2. Limitation on Right to Amendment 57 Section 3. Notification of Amendment 57 Motion Picture Industry Health Plan Agreement and Declaration of Trust (Inclusive of Amendments I through CXXXII)
Amendment to Trust Agreement. (a) Section 1(c) of the Original Agreement is hereby amended and restated to read in their entirety as follows:
Amendment to Trust Agreement. This Trust Agreement may be amended at any time by the Board and the Union by instrument in writing, provided that such amendment or modification:
(a) is consistent with the intent of this Trust Agreement;
(b) is in good financial and business practice in every respect;
(c) eliminates the requirement of an annual audit; and
(d) does not have the effect of directing the Trust Fund or any part thereof to a purpose other than as set out in this Trust Agreement. This power of amendment is to be construed as being subject to no restrictions other than as set out herein and imposed by Applicable Legislation.
Amendment to Trust Agreement. Section 5(b) of the Trust Agreement is deleted in its entirety and replaced with the following:
Amendment to Trust Agreement. Section 6(c) of the Original Agreement is hereby amended and restated in its entirety as follows: “This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of two thirds (66.67%) of the then outstanding Class A Ordinary Shares and Class B Ordinary Shares, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his election to redeem his Class A Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.”
Amendment to Trust Agreement. (a) Effective as of the execution hereof, Section 1(c) of the Trust Agreement is hereby amended and restated to read in its entirety as follows:
(c) In a timely manner, upon the written instruction of the Company, (i) hold the Property uninvested, (ii) hold the Property in an interest-bearing bank demand deposit account, or (iii) invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and while invested or uninvested, the Trustee may earn bank credits or other consideration.”
Amendment to Trust Agreement. (a) The Trust Parties hereby agree that the “Third Amended and Restated Standard Definitions” attached to the Trust Agreement as Exhibit A shall be replaced with the Fourth Amended and Restated Standard Definitions.
Amendment to Trust Agreement. Section 1(i) and Section 1(j) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 21-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 24 months from the closing of the IPO but has not completed the Business Combination within such 24-month period, the 24-month anniversary of the Closing (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.
(j) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the deadline to consummate the Company’s initial business combination, to follow the instructions set forth in the Extension Letter. Furthermore, upon receipt of an additional extension letter (“Additional Extension Letter”) substantially similar to Exhibit E hereto at least five business days prior to the deadline to consummate the Company’s initial business combination, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Additional Extension Letter on or prior to the deadline to consummate the Company’s initial business combination, to follow the instructions set forth in the Additional Extension Letter.”
