Amendment of the Merger Agreement. The Merger Agreement provides that, at any time prior to the Effective Time, the Merger Agreement may be amended or supplemented in any and all respects by written agreement of the parties.
Amendment of the Merger Agreement. The proviso at the end of Section 4.1(c) of the Merger Agreement is amended and restated in its entirety to read as follows: (iv) if the Parent Share Price is greater than or equal to $34.00 but less than $38.25, that fraction, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, to the next higher thousandth, equal to the quotient obtained by dividing $91.80 by the Parent Share Price; and (v) if the Parent Share Price is less than $34.00, 2.7. (b) Section 9.3(d) of the Merger Agreement is deleted. Section
Amendment of the Merger Agreement. Paragraph (a) of Section 1.8 of the Merger Agreement is hereby deleted in its entirety and the following is hereby substituted therefor:
(a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock (each a “Company Option”) pursuant to any stock option plan, program or arrangement of the Company, including, without limitation, the Company’s 1996 Employee Stock Option Plan (as amended) and 1996 Stock Plan for Non-Employee Directors (collectively, the “Company Option Plans”), that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into options to purchase shares of Parent Common Stock, and Parent shall assume each such Company Option (hereinafter, “Assumed Option”) subject to the terms of the applicable Company Option Plan and the agreement evidencing the grant thereunder of such Assumed Option (other than the provisions thereof providing for termination of such Assumed Option at the Effective Time); provided, however, that (i) the number of shares of Parent Common Stock purchasable upon exercise of such Assumed Option shall be equal to the number of shares of Company Common Stock that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounded down to the nearest whole share, and (ii) the per share exercise price under such Assumed Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio, and rounding up to the nearest whole cent. In the case of any Assumed Option that is an “incentive stock option” (as defined in Section 422 of the Code), the exercise price, the number of shares of Parent Common Stock purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such option shall be determined in order to comply, to the fullest extent possible, with Section 424(a) of the Code. Prior to the Effective Time, Parent shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 (or other appropriate form) registering all the shares of Parent Common Stock subject to the Assumed Options, and such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Assumed Option remains outstanding.
Amendment of the Merger Agreement. (a) Sections 3.08(c) and 3.09 of the Merger Agreement are amended and restated in their entirety to read as follows:
Amendment of the Merger Agreement. The Company shall not, without the prior written consent of the Purchasers, (i) agree to any material amendment or modification of the Merger Agreement or (ii) waive any material closing condition contained in the Merger Agreement.
Amendment of the Merger Agreement. Section 5.10 of the Merger Agreement is --------------------------------- hereby amended and restated in its entirety to read as follows:
Amendment of the Merger Agreement. If the Amendment Conditions are satisfied as set forth in Section 1(b):
(a) The following definition shall be added to Section 1.1 of the Agreement:
Amendment of the Merger Agreement. (a) Section 2.1(e) of the Merger Agreement is hereby deleted in its entirety and the following is hereby substituted therefor:
Amendment of the Merger Agreement. Section 2.06(e) of the Merger Agreement is hereby amended to add a new subsection (iii) as follows:
Amendment of the Merger Agreement. The Merger Agreement is, effective as of the date hereof, hereby amended as follows:
