Amendment of Section 3.2 Sample Clauses

Amendment of Section 3.2. The Agreement is hereby amended by deleting Section 3.2 thereof in its entirety and replacing it with the following Section 3.2:

Amendment of Section 3.2. Section 3.2 of the Agreement is hereby amended to read as follows:

Amendment of Section 3.2. Section 3.2 of the Credit Agreement is hereby amended as follows: (a) A new Section 3.2.4 is added to Section 3.2 to read as follows:

Amendment of Section 3.2. Section 32.1.5 is hereby amended to substitute “[Reserved]” for the text thereof.

Amendment of Section 3.2. Section 32 of the Lease is hereby amended to reflect Landlord’s current address for notices and payments as follows:

Amendment of Section 3.2. The last sentence of Section 3.2 of the Loan Agreement is amended to read in its entirety as follows: “The amounts of the Revolving Loan prepaid pursuant to this Section 3.2 may be reborrowed from time to time prior to the Revolving Loan Maturity Date in accordance with Section 1.1, subject to the limits set forth therein. No portion of the Term Loan prepaid pursuant to this Section 3.2 may be reborrowed.”

Amendment of Section 3.2. Effective upon, and subject only to, the Acceptance, the provisions of Section 3.2 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.

Amendment of Section 3.2. Section 3.2 of the Employment Agreement is hereby amended and restated as follows:

Amendment of Section 3.2. (a) Section 3.2 of the Original Indenture is hereby amended by renumbering the existing provisions of that Section as subsection (a) of Section 3.2 and by adding thereto as a new subsection (b) of Section 3.2 the following subsection: (b) In addition to any such office or agency, the Issuer may from time to time designate one or more offices or agencies outside the Borough of Manhattan, The City of New York, where the Debentures may be presented for payment, registration of transfer and for exchange in the manner provided in this Indenture, and the Issuer may from time to time rescind such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain any such office or agency in the Borough of Manhattan, The City of New York, for the purposes above mentioned. The Issuer shall give to the Trustee prompt written notice of any such designation or rescission thereof.

Amendment of Section 3.2. Section 3.2 of the PSA is hereby deleted and replaced in its entirety with the following: (a) The Parties shall negotiate in good faith and use commercially reasonable efforts to agree upon alternative structures for the Transactions to facilitate prompt Closing in consultation with all relevant Governmental Authorities. In the jurisdictions of Rhode Island and the District of Columbia, subject to applicable regulatory requirements, the Parties intend to close the Transactions with respect to the TARGET’s (or its Subsidiary’s) operations in Rhode Island and the District of Columbia and obtain subsequent Governmental Approval. In the jurisdiction of New York, subject to applicable regulatory requirements (including without limitation the availability of the alternative procedure to permit Closing prior to obtaining regulatory approval and assurances as to related licenses), the Parties intend to close the Transactions with respect to the TARGET’s (or its Subsidiaries’) operations in New York and obtain subsequent Governmental Approval. In the jurisdiction of West Virginia, subject to applicable regulatory requirements, the TARGET will contribute the sole membership interest of Tender Loving Care Health Care Services of West Virginia, LLC (the “WV Sub”) (which, at the time of such contribution, will hold all of the TARGET’s (or its Subsidiaries’) Agencies and related assets in West Virginia) to a new corporation (“New Holdco”) in exchange for all of the outstanding stock of New Holdco (the “New Holdco Stock”) and, on the Closing Date but immediately prior to the Closing, the TARGET will transfer all of the New Holdco Stock to the Holdco Securityholders in proportion to their ownership of the Holdco Shares. For purposes of this Agreement, “New Holdco Pro Rata Share” shall mean the quotient obtained by dividing the aggregate number of shares of the New Holdco Stock held by such Holdco Securityholder by the aggregate number of outstanding shares of the New Holdco Stock held by all Holdco Securityholders. The formation of New Holdco, the transfer of the WV Sub to New Holdco, and the transfer of the New Holdco Stock to the Holdco Securityholders pursuant to this Section 3.2(a) shall be referred to as the “Restructuring.” The indirect ownership interest in the WV Sub and the Agencies and related assets in West Virginia that is represented by the New Holdco Stock shall be referred to as “TLC Retained Assets.”