Amendments to the BCA Sample Clauses

Amendments to the BCA. As of the date hereof, the following sections of the BCA are hereby amended as set forth below: (a) The following definitions shall be amended and restated in their entirety:
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Amendments to the BCA. Effective as of the date by which the Scheme becomes Effective provided that the Court has also made an order under section 411(6) of the Corporations Act requiring, in effect, that the Scheme Consideration be reduced to 1/10th of what it otherwise would have been and consistent with the range of the Scheme Consideration disclosed to Carbon Revolution Shareholders prior to the Scheme Meeting (after taking into account any change to the Scheme Consideration resulting from the agreement of the parties dated 21 September 2023 titled ‘Project Leopard – Deed (Orion)’) , the BCA is hereby amended by deleting Section 2.02(d) in its entirety and replacing it with the following:
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Amendments to the BCA. From the date hereof, the Issuer and the Company shall not adopt any amendments, supplements, restatements or modifications to the BCA or to any BCA Ancillary Documents and the Merger Transaction, or waive or fail to pursue any of their respective rights in respect of any non-performance of the BCA or the Merger Transaction, without first receiving the Required Investor Consent.
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Amendments to the BCA. (a) As of the date of this Amendment, Annex I of the BCA is hereby amended and restated in its entirety, to read as the attached Annex I hereto. (b) As of the date of this Amendment, Section 2.4(a) of the BCA is hereby amended and restated in its entirety, to read as the below: Immediately following the Third Effective Time, at the Closing, (a) Intermediate Holdco shall sell, assign, transfer, convey and deliver to the Company all right, title and interest of the Surviving Entity and (b) the Company shall (i) accept from Intermediate Holdco such sale, assignment, transfer, conveyance and delivery of all such right, title and interest in and to the limited liability company units of the Surviving Entity and (ii) in consideration thereof, shall issue, sell, assign, transfer, convey and deliver to Intermediate Holdco an aggregate of 22,244,958 Company LLC Units (together, the “Exchange”). (c) As of the date of this Amendment, Section 6.3(a) of the BCA is hereby amended and restated in its entirety, to read as the below: The Company shall act in good faith to deliver to Bright Lights, (i) as soon as reasonably practicable following the date hereof and in any event no later than December 10, 2021, the audited consolidated balance sheets and statements of operations, comprehensive loss, equityholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2020 and December 31, 2019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant and (ii) if the Registration Statement is not effective by February 15, 2022, as soon as reasonably practicable following such date, the audited consolidated balance sheets and statements of operations, comprehensive loss, equityholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2021, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the items in clause (i) and (ii), the “Updated Financial Statements”); provided, that upon delivery of such Updated Financial Statements, such financial statements shall be deemed Annual Financial Statements for the purposes o...
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Amendments to the BCA. Section 11.1 (h) of the Agreement is hereby amended, restated and replaced to read in its entirety as follows:
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Amendments to the BCA a. In the seventh “WHEREAS” clause of the BCA, the text “35,399,681” is hereby deleted and replaced with “29,384,854”;
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Amendments to the BCA. (a) Each reference to “FB Parent Limited, a limited company incorporated under the laws of England and Wales” in the BCA shall be hereby deemed to be a reference to “Flybondi Holdings plc, a public limited company incorporated under the laws of England and Wales” and, as an effect thereof, each reference to “TopCo” in the BCA shall be hereby deemed a reference to Assignee. (b) Clause (a) of Section 6.2 of the BCA is hereby amended and restated in its entirety as follows: (a) As of July 2, 2024, (i) TopCo has issued 1 TopCo Share, and (ii) no other classes or series of TopCo capital stock are issued or outstanding.” (c) A new Section 6.10 of the BCA will be included as follows:
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Amendments to the BCA. (a) Section 1.1 of the BCA is hereby amended by adding the following new definitions in the appropriate alphabetical order:
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Amendments to the BCA 
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Related to Amendments to the BCA

  • Amendments to the by Laws Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, and any new By-Law or By-Laws adopted at any regular or special meeting of the Board of Directors by a vote of the majority of all the members of the Board of Directors then in office. EXHIBIT C SECTION 321(B) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. WILMINGTON TRUST COMPANY Dated: July 10, 1999 By: /s/ Xxxxxx X. XxxXxxxxx --------------------------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT D NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. R E P O R T O F C O N D I T I O N Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON ---------------------------------------------- ---------------- Name of Bank City in the State of DELAWARE, at the close of business on March 31, 1999. -------- ASSETS

  • Amendments to the Agreement Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to exemptive relief granted by the SEC, this Agreement may be amended by the parties only if such amendment, if material, is specifically approved by the vote of a majority of the outstanding voting securities of the Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff or unless the SEC has granted an exemption from such approval requirement) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of any other Portfolio affected by the amendment or all the Portfolios of the Trust.

  • Amendments to the Original Agreement (a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

  • AMENDMENTS TO THE CONTRACT This Contract shall not be altered, amended, or modified by oral representation made before or after the execution of this Contract. All amendments or changes of any kind must be in writing, executed by all Parties.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendments to Agreement This Agreement, or any term thereof, may be changed or waived only by written amendment signed by the party against whom enforcement of such change or waiver is sought. For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust or then current prospectuses, or any rule, regulation or requirement of any regulatory body.

  • Amendments to the Loan Agreement The Loan Agreement is hereby amended as follows:

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Amendments to Documents The Trust shall furnish BISYS written copies of any amendments to, or changes in, any of the items referred to in Section 18 hereof forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the Prospectuses or Statement of Additional Information of the Trust which might have the effect of changing the procedures employed by BISYS in providing the services agreed to hereunder or which amendment might affect the duties of BISYS hereunder unless the Trust first obtains BISYS' approval of such amendments or changes.

  • Amendments to Agreements The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement, Registration Rights Agreement, Purchase Agreements, the Services Agreement, or any Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

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