Offer, the Amendment No Clause Samples

Offer, the Amendment No. 1 Target and GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly-owned subsidiary of the Borrower (the “Amendment No. 1 Merger Sub”) will commence a statutory squeeze-out merger in accordance with the laws of Switzerland, as described in the Amendment No. 1 Transaction Agreement, pursuant to which the Amendment No. 1 Target will be merged with and into the Amendment No. 1 Merger Sub, with the Amendment No. 1 Merger Sub continuing as the surviving entity and each outstanding Amendment No. 1 Target share (other than the Amendment No. 1 Target shares directly or indirectly owned by Shift4 Payments or the Amendment No. 1 Merger Sub) that is not validly tendered and accepted pursuant to the Amendment No. 1 Offer will be cancelled and converted, and each Amendment No. 1 Target share directly or indirectly owned by Shift4 Payments or the Amendment No. 1 Merger Sub will thereupon be deemed cancelled without any conversion thereof, in each case, as described in the Amendment No. 1 Transaction Agreement.