Amendments to the Acquisition Agreement. The Acquisition Agreement is hereby amended as follows:
(a) Section 4.01(a) is hereby deleted in its entirety and replaced with the following:
(a) to use reasonable best efforts to conduct its business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, except (i) for any action taken or omitted to be taken by the Company or any of its Subsidiaries acting reasonably and in good faith in response to COVID-19 or any COVID-19 Measures and (ii) nothing herein shall prohibit the Company and its Subsidiaries from disbursing to its stockholders, employees or other Persons any cash or cash equivalents held by the Company or any of its Subsidiaries, so long as immediately after giving effect to any such disbursement the Company and its Subsidiaries will continue to hold cash and cash equivalents of at least (x) $3 million, in the aggregate, less (y) amounts owed by Surf Entities and their Subsidiaries to the Company and its Subsidiaries (excluding any deposits delivered by the Surf Entities and their Subsidiaries to secure such amounts owed);”
(b) Section 4.01(d)(ii) is hereby deleted in its entirety and replaced with the following:
(ii) other than in the ordinary course in connection with the Car Rental Program, incur any Indebtedness (whether under the Scheduled Indebtedness or otherwise), or guarantee any Indebtedness of any Person; provided, however, nothing herein shall prohibit the Company and its from incurring or guaranteeing Indebtedness for the purchase of additional airplanes; or”
(c) Section 5.11(c) is hereby amended to delete therefrom: “, except that the Company shall pay one-half (1/2) of all reasonable fees and expenses of PricewaterhouseCoopers incurred by Surf Air from and after August 6, 2021 continuing through the Closing or termination of this Agreement in accordance with Section 8.01 to uplift the Company’s financial statements to be PCAOB compliant and complete the audit of such financial statements, in each case to the extent required for the preparation of the Registration Statement, up to a maximum of $250,000, in the aggregate”
(d) A new Section 5.17 is hereby added as follows:
Amendments to the Acquisition Agreement. The Acquisition Agreement is hereby amended as follows:
(a) The first two (2) recitals and the forth and the fifth recitals are deleted in their entirety and replaced with the following:
Amendments to the Acquisition Agreement. The Parties hereby agree that, effective as of the date hereof, the Acquisition Agreement is hereby amended as follows:
Amendments to the Acquisition Agreement. (a) Section 3.15(h) of the Acquisition Agreement is hereby amended to delete the following words from the beginning of the first sentence thereof "Prior to the execution of this Agreement, the Seller has delivered . . ." and to replace such words with the words "Prior to the Closing Date, the Seller will have delivered . . .".
(b) Section 5.24 of the Acquisition Agreement is hereby amended and restated as follows: "Prior to the Closing, the Seller shall provide the Purchaser will access to all agency contracts of the Company and, within 5 Business Days after the earlier of the end of the period during which the Seller provides services under the Services Agreement and the date of a written request by the Purchaser, the Seller shall deliver to the Purchaser all such agency contracts."
(c) Exhibit E attached to the Acquisition Agreement is hereby amended and restated as attached hereto.
Amendments to the Acquisition Agreement. (a) The first sentence of Section 1.1 is hereby amended by inserting the bold, underlined text and deleting the strickenthrough text as follows: The Closing. Unless this Agreement is earlier terminated pursuant to the provisions of Section 8.1, the consummation of the Transactions (the “Closing”) shall take place remotely via the exchange of documents on the later of (i) April 15, 2016 or (ii) (a) as soon as reasonably possible after all of the conditions set forth in ARTICLE 7 of this Agreement have been satisfied or waived (other than those conditions that, by their terms, are intended to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions); provided, however, that the Company may delay the Closing up to five Business Days to the extent necessary to effect the drawdown of the Permitted Bridge Financing and the Convertible Debt Conversion or (b) such other time as Parent and the Company agree in writing.
(b) Section 4.3 of the Acquisition Agreement is hereby amended by inserting the bold, underlined text and deleting the strickenthrough text as follows:
Amendments to the Acquisition Agreement. Issuer shall not consent to any amendment or modification to the Acquisition Agreement without the prior written consent of the Holders.
Amendments to the Acquisition Agreement. The Acquisition Agreement is hereby amended as follows:
(a) The following defined term in Appendix A of the Acquisition Agreement is hereby deleted in their entirety and replaced with the following:
Amendments to the Acquisition Agreement. The Company shall not, and shall not permit any other party to the Acquisition Agreement to, amend or waive any provision of the Acquisition Agreement, except for any such amendment or waiver that (i) becomes effective after the Closing Date and (ii) could not reasonably be expected to have a Material Adverse Effect; provided that the Agent is provided notice thereof within five (5) Business Days after any such amendment or waiver.
Amendments to the Acquisition Agreement a. The following sentence is hereby added as the last sentence of Section 2.3: “The Closing shall be deemed effective as of 11:59 p.m., Central time, on the Closing Date.”
b. The last sentence of Section 2.7(a) is hereby amended and restated in its entirety as follows: “The parties agree that such payment includes imputed interest at the applicable Federal rate in accordance with Section 1274 of the Code and that such portion of each installment payment will be treated as interest for U.S. federal income tax purposes.”
c. The last sentence of Section 2.8 is hereby amended and restated in its entirety as follows: “The parties agree that such payment includes imputed interest at the applicable Federal rate in accordance with Section 1274 of the Code and that such portion of each earn-out payment will be treated as interest for U.S. federal income tax purposes.”
d. The following sentence is hereby added as the last sentence of Section 2.12(a): “The amounts of the Closing Cash, Colorado Cash, Closing Indebtedness, Closing Date Net Working Capital, Net Working Capital Adjustment and Transaction Expenses set forth in the Final Purchase Calculation Statement are sometimes referred to in this Section 2.12 as “Final Closing Cash,” “Final Colorado Cash,” “Final Closing Indebtedness,” “Final Closing Date Net Working Capital,” “Final Net Working Capital Adjustment” and “Final Transaction Expenses,” respectively.”
e. Section 2.12(c) is hereby amended and restated in its entirety as follows: “If the amount (such amount, the “Alleyton True-Up Amount”) equal to the sum of (i) Final Closing Cash other than Final Colorado Cash, (ii) the amount equal to (A) Closing Indebtedness, as set forth in the Estimated Purchase Price Calculation Statement, minus (B) Final Closing Indebtedness, (iii) the amount equal to (A) Transaction Expenses, as set forth in the Estimated Purchase Price Calculation Statement, minus (B) Final Transaction Expenses, and (iv) the product of (A) the Final Net Working Capital Adjustment and (B) the fraction consisting of (x) a numerator equal to the Final Closing Date Net Working Capital of Alleyton and (y) a denominator equal to the Final Closing Date Net Working Capital is:
(1) greater than zero (such excess amount, the “Alleyton Excess”), then Acquiror shall cause to be paid to the Alleyton Sellers their respective Pro Rata Share of the Alleyton Excess to their respective Designated Accounts;
(2) less than zero (the amount of such difference, the “Alley...
Amendments to the Acquisition Agreement. For good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, subject to the satisfaction of the Condition Precedent (as defined below), with effect from the date of this agreement, the Buyer and the Sellers hereby agree that the Acquisition Agreement shall be amended as follows: Clause 7.1(b)(ii): By replacing the original Clause 7.1(b)(ii) with the following: “if Listing takes place on or before the Relevant Date but the market capitalisation of the Spinco does not reach at least HK$15,000 million based on the final offer price of the shares or securities of the Spinco in the Offering and the total number of shares of the Spinco as enlarged by the Offering.” Clause 7.1A By adding a new Clause 7.1A immediately after Clause 7.1 as follows: “For the purpose of Clause 7.1, the determination by the Buyer in good faith as to the occurrence of any of the events referred therein, in the absence of manifest error, shall be final and conclusive.” Amendment Agreement Clause 7.3: By replacing the original Clause 7.3 with the following: ““Offering” refers to the offering to be conducted by the Spinco pursuant to the Listing;” By re-numbering the original Clause 7.3(b) as Clause 7.3(c) and the original Clause 7.3(c) as Clause 7.3(d) accordingly.
