Amendment of Section 25. Section 25 of the Rights Agreement is hereby amended to add the following subsection at the end thereof:
(c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to give notice under this Section 25 solely as a result of the approval, execution, delivery or adoption of the Merger Agreement or the approval, adoption or consummation of the Merger or any other transaction contemplated by the Merger Agreement, or the public announcement of any of the foregoing.”
Amendment of Section 25. 6. Section 2.5.6 shall be revised to read as follows: “Notwithstanding anything herein to the contrary, in no event shall Clearside have any obligation to grant any sublicense to any person with respect to any Licensed Patent that is jointly owned by Clearside and Licensor during the term of this License.”
Amendment of Section 25. Section 25 of the Rights Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither (i) the execution and delivery of the Merger Agreement (or any amendment thereto), or of any agreement or document contemplated by the Merger Agreement or in furtherance of the transactions contemplated thereby, or the public announcement of any of the foregoing, nor (ii) the consummation of the transactions contemplated thereby, including the Merger and the Employee Preferred Stock Tender Offer, shall be deemed to be an event requiring any notice described in this Section 25.”
Amendment of Section 25. Section 25 of the Rights Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither the execution and delivery of the Merger Agreement (or any amendment thereto), or of any agreement or document contemplated by the Merger Agreement or in furtherance of the transactions contemplated thereby, or the public announcement of any of the foregoing, nor (ii) the consummation of the transactions contemplated thereby, including the Merger, shall be deemed to be an event requiring any notice described in this Section 25.”
Amendment of Section 25. Section 2.5 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
Amendment of Section 25. Section 25 of the P&S Agreement is hereby amended by inserting the new subsection 25(k), as follows:
Amendment of Section 25. Section 2.5 is hereby amended to substitute “Southern California Edison Company, a California corporation (hereinafter referred to as “Edison”)” for “Edison” in the first line thereof, and to add the following immediately following the last sentence thereof: “Amendment No. 7 to this Agreement (“Amendment No. 7”) provides, among other things, for updated ownership percentages as they existed following the consummation of the transfer to Arizona by Edison of Edison’s interests in the Four Corners Project pursuant to that certain Purchase and Sale Agreement, dated as of November 8, 2010 (the “Purchase Agreement”). As of the effective date of Amendment No. 7, Edison is no longer a party to this Agreement, and all references to Edison as well as Edison’s designation as a Participant, as that term is defined in Section 5.27 herein, are limited to facts or matters occurring or agreements entered into prior to the effective date of Amendment No. 7.”
Amendment of Section 25. Section 2.5 of the Agreement is hereby amended by amending and restating the introductory language in subsection (a) thereof as follows:
Amendment of Section 25 a. Section 2.5(a) shall be amended such that the first sentence of that subsection is restated as follows:
(a) Seller shall deposit into escrow (a) Two Hundred Twenty Thousand Dollars ($220,000) of each Installment up to an aggregate total of $2,200,000 (the “Reserve Payment”); less (b) the Installment Interest (together (a) and (b), are referred to as the “Escrow Amount”) to be held in an escrow account held by Compass Bank (BBVA) N.A. (the “Escrow Agent”) on behalf of Buyer and Seller in accordance with an escrow agreement in substantially the form attached hereto as Exhibit F (the “Escrow Agreement”).”
b. The date on which the Escrow Funds are released under Section 2.5(a) in accordance with the Membership Interest Purchase Agreement shall be changed from the “second anniversary from the Closing Date” to “eighteen (18) months from the Closing Date.”
c. Section 2.5(b) shall be amended to correct the existing reference from Schedule 5.5 to Schedule 4.14.
Amendment of Section 25. Section 2.5(b) of the Agreement is hereby deleted and restated in its entirety as follows:
