Amendment to Merger Agreement. (a) Section 1.7 of the Merger Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Merger Agreement. 2.1 Amendment to Section 5.3(c) of the Merger Agreement. Section 5.3(c) of the Merger Agreement (as amended by Amendment No. 1) is hereby deleted and replaced in its entirety with the following:
Amendment to Merger Agreement. The Merger Agreement is amended as follows:
Amendment to Merger Agreement. 2.1 Amendment to Section 2.
Amendment to Merger Agreement. Upon execution hereof, the Merger Agreement shall be amended as follows:
(a) Section 7.2(a) is hereby amended and restated to read in its entirety as follows:
(a) if the Merger has not been consummated by July 13, 2004, provided that the right to terminate this Agreement under this clause (a) shall not be available to any party to this Agreement whose failure to fulfill any of its obligations has been a principal cause of, or resulted in, the failure to consummate the Merger by such date;”
Amendment to Merger Agreement. If the Merger contemplated hereby is not consummated and this Agreement is terminated as contemplated by the terms and conditions set forth in Section 2(c) of the Signing Escrow Agreement, then in such instance the Company shall be entitled to retain the Initial Earnxxx Xxxey and the Additional Earnxxx Xxxey, together with any interest or income earned thereon, as and for full liquidated damages with respect to the transactions contemplated hereby and not as a penalty and the Company shall have no further rights or claims hereunder. If the Merger contemplated hereby is not consummated and this Agreement is terminated as contemplated by the terms and conditions of Section 2(b) of the Signing Escrow Agreement, then in such instance the Purchaser shall be entitled to be refunded a portion of the Additional Earnxxx Xxxey equal to Two Hundred and Fifty Thousand Dollars ($250,000) and the Initial Earnxxx Xxxey together with the remainder of any Additional Earnxxx Money (and any earnings thereon) will be retained by the Company as and for full liquidated damages with respect to the transactions contemplated hereby and not as a penalty, and the Company shall have no further rights or claims hereunder. If the Merger contemplated hereby is not consummated and this Agreement is terminated as contemplated by Section 2(a) of the Signing Escrow Agreement, then in such instance the Company shall promptly after the termination of this Agreement refund the Initial Earnxxx Xxxey to the Purchaser, in cash, together with interest thereon for the number of days it had such Initial Earnxxx Money calculated at a per annum rate equal to the prime rate as announced by the Wall Street Journal at such time and Purchaser shall be entitled to be refunded the Additional Earnxxx Xxxey (and any earnings thereon). If the Merger contemplated hereby is consummated, then the Initial Earnxxx Xxxey (plus any interest or income earned thereon as calculated above less the Aggregate Preferred Redemption Consideration) shall be forwarded by the Company on behalf of Purchaser to the Exchange Agent on the Closing Date as part of the Aggregate Merger Consideration, and the bank acting as escrow agent under the Signing Escrow Agreement shall be instructed by the Company and Purchaser to release all funds in the escrow account under the Signing Escrow Agreement pursuant to the instructions of Purchaser. The parties hereto agree to promptly take all
Amendment to Merger Agreement. Seagate, Merger Sub and VERITAS hereby agree as follows:
Amendment to Merger Agreement. The reference to “February 7, 2021” in Section 9.1(b)(iii) of the Merger Agreement is hereby amended to be “May 10, 2021”.
Amendment to Merger Agreement. The Merger Agreement is hereby amended, effective as of the date hereof, as follows:
Amendment to Merger Agreement. A. SECTION 6.3(b) shall be amended as follows: the phrase "the Company pays to Holdings the Termination Fee (as hereinafter defined) less any" shall be deleted and replaced with the phrase "the Company pays the Termination Fee (as hereinafter defined) in the manner described in SECTION 6.4(c) less any";
