Amendment to the Business Combination Agreement Sample Clauses

Amendment to the Business Combination Agreement. (a) Section 9.1 of the Original Agreement is hereby amended by adding the following as a new Section 9.1(o):

Amendment to the Business Combination Agreement. 1. Amend and Restate Section 7.23. Section 7.23 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to the Business Combination Agreement. Section 10.01(b) of the Business Combination Agreement is hereby amended and restated to read in full as follows: (b) by either SPAC or the Company if the First Effective Time shall not have occurred prior to August 9, 2022 or such later date as may be mutually agreed by the SPAC and the Company (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 10.01(b) by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article IX on or prior to the Outside Date;”

Amendment to the Business Combination Agreement. (a) Section 7.1(d) of the Business Combination Agreement is hereby deleted and replaced with the following: “by either SportsMap or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to December 20, 2023 (the “Termination Date”); provided that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SportsMap if any SportsMap Party’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if the Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;”

Amendment to the Business Combination Agreement a. Section 2.05(b) of the Business Combination Agreement is amended in its entirety to provide as follows: “GAMC shall take all lawful actions so that, at the Effective Time, (i) the directors of GAMC shall consist of a total of nine (9) directors, of which (A) two (2) directors shall be designated by the Company, who shall be the founders of the Company, (B) two (2) directors shall be designated by Sponsor, who shall be reasonably acceptable to the Company, and (C) five (5) directors shall qualify as an “independent director” as such term is defined in Nasdaq Listing Rule 5605(a)(2) and shall be designated by the Chief Executive Officer of the Company in good faith consultation with GAMC, and (ii) the officers of GAMC shall be those individuals that are designated by the Company in good faith consultation with GAMC, in each case, each to hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal in accordance with the GAMC Second Amended and Restated Certificate of Incorporation and the GAMC Amended Bylaws.” b. Section 9.01(b) of the Business Combination Agreement is amended in its entirety to provide as follows: “by either GAMC or the Company, by written notice to the other party if the Effective Time shall not have occurred on or prior to September 16, 2024 or such earlier date as the board of directors of GAMC determines not to extend the deadline by which GAMC must consummate an initial business combination (the “Outside Date”); provided, that this Agreement may not be terminated under this Section 9.01(b) by or on behalf of any party if such party’s breach of any of its obligations under this Agreement is the principal cause of the failure of the Effective Time to have occurred before the Outside Date; or”.

Amendment to the Business Combination Agreement. (a) The definition of “Election Percentage” in Section 1.01 of the Business Combination Agreement is hereby deleted and replaced with the following:

Amendment to the Business Combination Agreement. (a) Section 9.1(b) of the Business Combination Agreement is hereby amended and restated in its entirety as follows: “(b) (i) by either SPAC or the Company if the Closing shall not have occurred by January 18, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement or (ii) notwithstanding anything to the contrary, prior to the occurrence of a Qualifying PIPE Agreement, by the Company in order to concurrently enter into a merger agreement, purchase agreement, subscription agreement, or similar definitive document or agreement with respect to any Company Business Combination;”

Amendment to the Business Combination Agreement. The Company hereby agrees that the Company shall not, without the prior written consent of a majority of the Company Preferred Shares held by the Company Shareholders who have executed and delivered to the Company and JAWS a Transaction Support Agreement, amend or modify, or cause to be amended or modified, the Business Combination Agreement in any manner that would materially and adversely affect such Company Shareholders in their capacity as a shareholder of the Company.

Amendment to the Business Combination Agreement. 1. Delete Section 6.1(g). Section 6.1(g) of the Business Combination Agreement is hereby deleted.