Amendments to the BCA Sample Clauses

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.

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...

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:

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:

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”;

Amendments to the BCA. The Parties hereby agree that the BCA shall be deemed to be amended as follows:

Amendments to the BCA. (a) The fifth paragraph of the Recitals is deleted in its entirety. (b) Each reference to “Forbes & Manhattan Resources Inc.” or “the Company” in the BCA shall be hereby deemed to be a reference to Assignee. (c) Each reference to “Company Equityholder” in the BCA shall be hereby deemed to be a reference to “Company Shareholder”. (d) Each reference to “F&M Company” or “F&M Companies” in the BCA shall be hereby deemed to be a reference to “Group Company” or “Group Companies” (as defined in this Amendment), respectively. (e) Section 1.1 of the BCA is hereby amended as follows: (i) The following definitions are added:

Amendments to the BCA. Section 11.1 (h) of the Agreement is hereby amended, restated and replaced to read in its entirety as follows:

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: