Amendment of Section 5.3 Sample Clauses
The "Amendment of Section 5.3" clause serves to formally modify the terms or provisions originally set out in Section 5.3 of an agreement. In practice, this clause specifies the exact changes being made—such as altering deadlines, obligations, or procedures previously established in that section—and may outline the effective date of the amendment. Its core function is to ensure that any updates to Section 5.3 are clearly documented and agreed upon by all parties, thereby maintaining the accuracy and enforceability of the contract.
Amendment of Section 5.3. The first sentence of Section 5.3 of the Merger Agreement is hereby amended to read in its entirety as follows: Prior to the Effective Time, the Company shall take all necessary and appropriate actions so that all outstanding purchase rights under the 1993 Employee Stock Purchase Plan (the “ESPP”) shall automatically be exercised, in accordance with the terms of the ESPP, prior to the Effective Time, and the shares of Company Common Stock purchased under those exercised rights shall at the Effective Time be cancelled and converted into the right to receive the Merger Consideration pursuant to Section 2.1(a) of this Agreement.
Amendment of Section 5.3. The text of Section 5.3, Information Statement, is hereby amended and restated as follows: Promptly following the date of this Agreement, the Company shall prepare and, in no event more than 40 days after the Closing Date, file with the Commission an information statement describing the Stockholder Consent and containing the information required by Schedule 14C in accordance with all applicable rules and regulations of the Commission (the “Information Statement”). The Company shall use its reasonable best efforts to cause the Commission to clear the Information Statement for mailing to stockholders. As soon as reasonably practicable after the Commission has cleared the Information Statement, the Company shall mail the Information Statement to the holders of its Common Stock. The Company shall provide the Purchaser with a copy of the Information Statement and all modifications thereto prior to filing or delivery to the Commission (and the Purchaser shall have a reasonable period to review and comment on such Information Statement), and the Company shall consult with the Purchaser in connection therewith. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchaser reasonably and timely objects. The Purchaser hereby waives the obligation of the Company set forth in Section 5.2 of the Convertible Note Purchase Agreement.
Amendment of Section 5.3. Section 5.3 of the 2011 Employment Agreement is hereby amended and restated by deleting current Section 5.3 in its entirety and replacing Section 5.3 with a new Section 5.3 to read in its entirety as follows:
Amendment of Section 5.3. Section 5.3 of the Credit Agreement is hereby amended by the addition of a new subsection “(k),” which shall read in its entirety as follows:
Amendment of Section 5.3. Section 5.3 of the Existing Servicing Agreement is amended by replacing the table for the First Lien Leverage Ratio with the following revised table:
Amendment of Section 5.3. Section 5.3 is hereby amended by changing the heading to “Commercially Reasonable Efforts” and by deleting the last sentence in its entirety.
Amendment of Section 5.3. Section 5.3 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
(a) [Reserved].
(b) Subject to the terms of Section 5.3(c), from and after July 9, 2009 the Company shall cease and cause to be terminated any discussions or negotiations with any Person that would otherwise be prohibited by this Section 5.3(b). Subject to the terms of Section 5.3(c), during the period commencing on July 9, 2009 and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and its Subsidiaries shall not, and the Company and its Subsidiaries shall use their reasonable best efforts to cause their respective Affiliates, directors, officers, employees, consultants, agents, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or take actions that could reasonably be expected to encourage, facilitate or assist, an Acquisition Proposal, (ii) furnish to any Person (other than Newco, Merger Sub or any designees of Newco or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries (other than Newco, Merger Sub or any designees of Newco or Merger Sub), in any such case with the intent to induce the making, submission or announcement of, or to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal or which may reasonably be expected to lead to an Acquisition Proposal, (iv) approve, endorse or recommend an Acquisition Proposal, or (v) enter into any letter of intent, memorandum of understanding or other Contract contemplating an Acquisition Transaction (other than an Acceptable Confidentiality Agreement). If the Company obtains Knowledge of a material violation of any “standstill” or confidentiality agreement that the Company has entered into in connection with such Person’s (other than Newco and Merger Sub) consideration of a possible acquisition of the Company, the Company agrees to use its reasonable best effor...
Amendment of Section 5.3. Section 5.3 of the Distribution Agreement is hereby modified by omitting “(60)” and inserting “(90)”.