Amendment to Section 1.2(a). Section 1.2(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 1.2(a). Section 1.2(a) of the Agreement is deleted in its entirety and in lieu thereof the following new Section 1.2(a) is inserted:
Amendment to Section 1.2(a). Section 1.2(a) of the Merger Agreement is hereby deleted and replaced in its entirety with the following:
Amendment to Section 1.2(a). Effective as of the Amendment Closing Date, Section 12(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 1.2(a). Section 1.2(a) of the BTA shall be amended and restated in its entirety as follows: “the ‘Hynix Payable’, which shall be defined as an account payable from Purchaser to Seller in an amount equal to the sum of (i) that portion of each of the Shared Payables that relates to the Business, provided that no more than one month’s accrual shall be included in the Hynix Payable for payables that are payable according to a monthly schedule, including payments to Vivendi, and (ii) except as set forth in Section 1.3(j), those accounts payable that (x) arise in the ordinary course of business, are attributable to the Acquired Assets, and only in the amount and to the extent such accounts payable exist as of the Effective Time and are reflected on the Closing Balance Sheet (as finally determined pursuant to Section 1.6(c)), as more specifically defined and determined in accordance with the Accounting Principles or (y) are attributable to an Acquired Asset to the extent such Acquired Asset is subject to a Lien;”
Amendment to Section 1.2(a). Section 1.2(a) of the Agreement is hereby amended as follows (deletions have been stricken and additions are in bold):
Amendment to Section 1.2(a). Section 1.2(a) of the AR SPA is hereby amended and restated in its entirety as follows:
Amendment to Section 1.2(a). Section 12(a) of the Rights Agreement is hereby supplemented and amended by inserting the following sentence immediately after the last sentence thereof: “Notwithstanding anything in this Agreement to the contrary, in no event shall the provisions of this Section 12(a) apply to the public announcement, approval, execution, delivery or performance of the Merger Agreement, the Tender Offer by Parent or Merger Sub, the consummation of the Merger, or any of the other transactions contemplated by the Merger Agreement, including the issuance of shares pursuant to the Top-Up Option.”
Amendment to Section 1.2(a). Section 1.2(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 1.2(a). The Parties hereby agree that the words “and the Mortgage Loan Documents (subject to the Purchaser Parties’ timely election to pursue the Debt Assumption)” are hereby inserted into clause (ii) of the first sentence of Section 12(a) of the Purchase Agreement immediately after the words “Management Agreement” and before the words “in all material respects.”
