Amendments to Business Combination Agreement. (a) Section 1.2 of the Amended Agreement is hereby deleted in its entirety and replaced with the following:
(a) Subject to the satisfaction of the terms and conditions set forth herein, at the Closing (as hereinafter defined), each Company Interest Holder shall transfer, assign, and contribute to Pubco all of such Company Interest Holder’s right, title and interest in and to the Company Interests owned by such Company Interest Holder free and clear of all Liens other than Liens imposed by federal and state securities laws and the Organizational Documents of each Operating Company (the “Seller CI Permitted Encumbrances”) in exchange for the consideration described in Section 1.2(b) (such transaction, the “Equity Contribution”).
(b) The aggregate consideration to be paid to the Company Interest Holders pursuant to the Equity Contribution shall be an amount equal to Six Hundred Thirty-Two Million U.S. Dollars ($632,000,000) (the “Contribution Consideration”), with the Company Interest Holders receiving an aggregate amount of shares of Pubco Common Stock determined by dividing the Contribution Consideration by $10 (the “Aggregate Seller Share Amount”). Prior to the Closing, the Sellers shall deliver an executed written directive setting forth the portion of the Aggregate Share Amount to be received by each Company Interest Holder (the “Consideration Directive”). Immediately prior to the Effective Time, all of the Company Convertible Securities shall have been exercised and shall have been exchanged or converted for Company Interests pursuant to the terms of such Company Convertible Securities.”
(c) At the Closing, (i) each Company Interest Holder will execute assignments in customary form transferring the Company Interests owned by such Company Interest Holder to Pubco (the “Assignments”) together with any related documentation reasonably requested by the Purchaser in connection therewith and (ii) Pubco shall issue certificates representing the shares of Pubco Common Stock issuable to each Company Interest Holder in accordance with the Consideration Directive.”
(b) The second sentence of Section 6.3 of the Amended Agreement is hereby deleted in its entirety and replaced with the following: “Each Party agrees that (i) Purchaser shall have until 5:00 p.m. on August 31, 2023, to conduct additional due diligence (the “Due Diligence Period”) on the Target Companies to determine whether any facts exist that would result, individually or in the aggregate, in a reduct...
Amendments to Business Combination Agreement. (a) Section 1.3(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following: “At the Effective Time, the effect of the Second Merger shall be as provided in this Agreement and the applicable provisions of the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (i) all the rights, the property of every description including choses in action, business, undertaking, goodwill, benefits, immunities and privileges of the Purchaser and Second Merger Sub shall immediately vest in the Surviving Entity, (ii) all outstanding shares of Purchaser Ordinary Shares shall be converted into the right to receive Pubco Securities, as provided in Section 2.1, (iii) all outstanding Purchaser Warrants shall be converted into Pubco Warrants, as provided in Section 2.2; (iv) all Second Merger Sub Share(s) immediately prior to the Second Merger Effective Time shall be cancelled and converted into the right to receive the same class and number of shares of the Surviving Entity; (v) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of the Purchaser and Second Merger Sub shall become the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Surviving Entity and (vi) the separate corporate existence of Second Merger Sub shall cease.”
(b) Article I of the Original Agreement is hereby amended by adding Section 1.6 as follows:
Amendments to Business Combination Agreement. (a) Section 9.1(b) of the Business Combination Agreement is hereby amended by deleting in its entirety and replacing with the following:
(b) by written notice by Purchaser or the Company if any of the conditions to the Closing set forth in Article VIII have not been satisfied or waived by February 4, 2025 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with respect to the Company, Pubco, First Merger Sub or Second Merger Sub) of any representation, warranty, covenant or obligation under this Agreement was a material and proximate cause of, or materially and proximately resulted in, the failure of the Closing to occur on or before the Outside Date;”
Amendments to Business Combination Agreement. The Original Agreement is hereby amended by adding the following as a new Section 10.1(m):
Amendments to Business Combination Agreement. Without the prior written consent of the Sponsor, none of PubCo, MDH or the Company shall (a) amend, modify or waive any provision of the Business Combination Agreement (including any Exhibit or Schedule thereto), to the extent such amendment, modification or waiver would be adverse to the Sponsor or (b) waive any provision of the Business Combination Agreement related to the Earnout Shares (as defined in the Business Combination Agreement) or the Earnout Units (as defined in the Business Combination Agreement) or the vesting thereof.
Amendments to Business Combination Agreement. (a) Section 12.1 of the Original Agreement is hereby amended by deleting the definition of “Nasdaq” and replaced with the following:
Amendments to Business Combination Agreement. (a) Section 8.1(b) of the of the Amended Agreement is hereby deleted in its entirety and replaced with the following: “by written notice by the Purchaser or the Seller Representative if any of the conditions to the Closing set forth herein have not been satisfied or waived by November 14, 2024 (the “Outside Date”); provided, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to either the Purchaser or the Seller Representative if the breach or violation by either a Seller, a Founder, an Operating Company or its Affiliates, or a Purchaser Party or their respective Affiliates, as applicable, of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;”
Amendments to Business Combination Agreement. (a) Section 10.1(b) of the Original Agreement, as amended by the First Amendment, is hereby amended by deleting the date “October 31, 2024” and replacing it with the date “March 31, 2025”.
Amendments to Business Combination Agreement. (a) The Recitals of the Original Agreement are hereby amended by adding the following:
Amendments to Business Combination Agreement. (a) The list of exhibits is hereby amended by deleting Exhibit F therefrom.
(b) The recitals of the Business Combination Agreement are hereby amended by deleting the fifteenth “WHEREAS” statement in its entirety.
(c) Exhibit F (Form of Management Incentive Agreement) is removed in its entirety from the Business Combination Agreement.
