Amendments to the Business Combination Agreement. The Business Combination Agreement is hereby amended as follows:
Amendments to the Business Combination Agreement a. The fifth paragraph in the recitals to the Business Combination Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Business Combination Agreement a. The definitions of “Company Preferred Stock”, “Company Securities”, “Earnout Pro Rata Portion”, “Per Share Stock Consideration”, and “Stock Consideration” in Section 1.01 of the Business Combination Agreement shall be deleted in their entirety and replaced with the following:
Amendments to the Business Combination Agreement. Effective as of the Effective Date:
(a) Exhibit D of the Business Combination Agreement is hereby replaced with Exhibit A to this Amendment; and
(b) Exhibit I of the Business Combination Agreement is hereby replaced with Exhibit B to this Amendment.
Amendments to the Business Combination Agreement. (a) The Business Combination Agreement is hereby amended by deleting Section 9.1(b)(i) and replacing such provision in its entirety with the following: “(i) if (A) the Acceptance Time shall not have occurred on or before November 10, 2022 (the “End Date”); provided, however, that if on such date the condition to the Offer set forth in clause (G) of Exhibit D shall not have been satisfied, the End Date shall automatically be extended to February 10, 2023 which date shall thereafter be deemed to be the End Date; and (B) the party seeking to terminate this Agreement pursuant to this Section 9.1(b)(i) shall not have breached its obligations under this Agreement in any manner that shall have been the primary cause of the failure to consummate the transactions contemplated by this Agreement on or before such date;”
(b) The Business Combination Agreement is hereby amended by replacing in its entirety the last sentence of Section 3.1(e) with the following: “Notwithstanding any other provision of this Agreement, each Company Shareholder who otherwise would be entitled to receive a fraction of a Topco Share pursuant to the Offer (after aggregating all Company Shares validly tendered in the Offer (and not validly withdrawn) by such Company Shareholder) shall receive, in lieu thereof, cash, without interest, in an amount, payable in DKK (such DKK amount translated from USD at the Exchange Rate on the second trading day immediately preceding the Parent Merger Effective Time), equal to such fractional part of a Topco Share multiplied by the closing price on the NYSE for a Parent Share on the second trading day immediately preceding the Parent Merger Effective Time (or such other trading day as agreed by Parent and the Company), rounded to the nearest whole cent.
Amendments to the Business Combination Agreement. The Business Combination Agreement, effective as of the date of this Waiver and Amendment Agreement, shall be amended as set forth below:
a) Recital “I” shall be deleted in its entirety and replaced with the following:
I. On the terms and subject to the conditions set forth herein, and in consideration of the Acquisition Merger, Acquiror shall issue the Aggregate Stock Consideration to TAG, subject to the TAG Undertaking and compliance with applicable Law;”
b) The definition of “Additional Agreements” at Section 1.13 shall be deleted in its entirety and replaced with the following:
Amendments to the Business Combination Agreement. Effective as of the Effective Date:
(a) Recital (I) is hereby amended and restated in its entirety as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes): "At the Effective Time, Merger Sub will merge with and into Pegasus pursuant to Part XVI of the Cayman Companies Act (the "Merger"), with Pegasus as the surviving company in the Merger (the "Surviving Company"), and each issued and outstanding Eligible Pegasus Share will be automatically cancelled and extinguished in exchange for the Merger Consideration (as defined below) and each Pegasus Warrant that is outstanding immediately prior to the Effective Time will, immediately following the completion of the Business Combination, represent a warrant on the same contractual terms and conditions as were in effect with respect to such Pegasus Warrant immediately prior to the Effective Time under the terms of the Warrant Agreement, as applicable, that is exercisable for an equivalent number of TopCo Ordinary Shares, in each case, on the terms and subject to the conditions set forth in this Agreement;"
(b) Clause 2.1 is hereby renamed "Pre-Closing Transactions", Clauses 2.1(a) and 2.1(b) are renumbered as 2.1(a)(i) and 2.1(a)(ii) (and the cross-references to those clauses in definitions contained in Clause 1.1, or elsewhere in the Business Combination Agreement, are revised accordingly), new Clause 2.1(a) is hereby revised to include "Pegasus Extension" as a new heading (prior to Clauses 2.1(a)(i) and 2.1(a)(ii)). In addition to the provisions contained in the subclauses under Clause 2.1 (which are described in this Amendment), new Clause 2.1 shall read as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes): "On the terms and subject to the conditions set forth in this Agreement, (1) the Transactions set forth in Clause 2.1(a)(i) have occurred, (2) the Transactions set forth in 2.1(a)(ii) shall occur as appropriate or desirable, and (3) the Transactions described in Clauses 2.1(b), 2.1(c), and 2.1(d) shall occur in the order set forth in this Clause 2.1, prior to any of the Transactions set forth in Clause 2.2:"
(c) Clause 2.1 is hereby further amended and restated to add new Clause 2.1(b), which shall read as follows (specific amended language is included in underlined and bolded text below solely for presentation purposes):
Amendments to the Business Combination Agreement. 1.1 Article IX, Section 9.13 of the Business Combination Agreement shall hereby be deleted in its entirety and shall be replaced as follows:
Amendments to the Business Combination Agreement. (a) Effective as of the date of this Amendment, the following definition is hereby added to Section 1.01 of the Business Combination Agreement in applicable alphabetical order:
Amendments to the Business Combination Agreement. Termination. Effective as of the date of this Amendment, Section 9.1(b) of the Business Combination Agreement is hereby replaced in its entirety with the following: “(b) by the Company or SPAC, if the Closing shall not have occurred by 5:00 p.m. (Hong Kong time) on January 26, 2025 (or such later time mutually agreed upon by the Company and SPAC) (the “Agreement End Date”); provided, that neither the Company nor SPAC may terminate this Agreement pursuant to this Section 9.1(b) if it is in material breach of any of its obligations hereunder and such material breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating party to consummate the Closing set forth in Article VIII prior to the Agreement End Date, or (ii) the failure of the Closing to have occurred prior to the Agreement End Date;”
