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:
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.”
Amendments to Business Combination Agreement. 1.1. The Parties hereby agree to make the following amendments to the Business Combination Agreement:
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. (a) The second sentence of Section 6.3 of the Original 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 April 7, 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 reduction of the valuation of the Target Companies by an amount equal to or greater than five percent (5%) of the Contribution Consideration (such 5% reduction in valuation, a “Material Reduction”) and (ii) notwithstanding anything herein to the contrary, the Sellers, prior to 5:00 p.m. on February 21, 2023, shall deliver the Company Disclosure Schedules to the Purchaser.”
Amendments to Business Combination Agreement. SECTION 2.1. Amendment to Section 1.2(b). The ninth sentence of Section 1.2(b) of the BCA is hereby deleted and replaced with the following: Subject to applicable Law, as of the FMCTI Effective Time, the managers of U.S. Merger Sub immediately prior to the FMCTI Effective Time shall be the directors of the FMCTI Merger Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the FMCTI Merger Surviving Corporation.
Amendments to Business Combination Agreement. (a) The list of exhibits is hereby amended by deleting Exhibit F therefrom.
Amendments to Business Combination Agreement. (a) The first sentence of Section 6.2 of the Amended Agreement is hereby deleted in its entirety and replaced with the following: “As soon as reasonably practicable following the date of this Agreement but no later than May 1, 2023, the Seller Representative shall deliver to Purchaser the Audited Company Financials (as hereinafter defined); provided, that upon delivery of such Audited Company Financials as and when such Audited Company Financials have been signed by the Target Companies’ independent auditors in connection with the filing of the Registration Statement.”
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. 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.
