Amendment to Section 2.3. Section 2.3 of the Credit Agreement is hereby amended in its entirety to read as follows:
Amendment to Section 2.3. Section 2.3 of the Contribution Agreement shall be amended by adding the following new Section 2.3(g):
Amendment to Section 2.3. The second sentence of Section 23 is hereby deleted and replaced with the following language: The initial term of this Agreement shall end April 30, 2013, subject to early termination in accordance with Section 24.
Amendment to Section 2.3. Section 2.3 of the Agreement is hereby amended and restated in its entirety to be and read as follows:
Amendment to Section 2.3. Section 2.3 of the Agreement is hereby amended and restated in its entirety to read as follows (for the sake of clarity, additions are shown as bold underline and deletions are shown as bold strikethough):
Amendment to Section 2.3. (a) The first sentence of Section 23(a) of the Rights Agreement is hereby amended by deleting the first parenthetical clause therein, which reads “(which resolution shall, if adopted following the Stock Acquisition Date, be effective only with the concurrence of a majority of the Continuing Directors and only if the Continuing Directors constitute a majority of the number of directors then in office)”, in its entirety.
(b) The first sentence of Section 23(b) of the Rights Agreement is hereby amended (i) by deleting the first parenthetical clause therein, which reads “(with, if required, the concurrence of a majority of the Continuing Directors)”, in its entirety and (ii) by deleting the clause “, with the concurrence of a majority of the Continuing Directors,” in the second parenthetical clause therein.
Amendment to Section 2.3. Section 2.3 of the Existing Agreement is hereby deleted in its entirety and replaced with the following language:
Amendment to Section 2.3. (a) Section 2.3(b) of the Agreement is hereby amended and restated to read as follows:
(b) At the Effective Time, each share of Company Common Stock subject to vesting, repurchase or other lapse restrictions (a “Company Restricted Share Award”) that is outstanding under any Company Stock Plan as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into an award with an aggregate amount payable thereunder equal to the product of (1) the number of shares of Company Common Stock subject to the Company Restricted Share Award immediately prior to the Effective Time and (2) the Merger Consideration, which award shall become payable, at Parent’s election in its sole discretion, in shares of Parent Common Stock (rounded down as applicable to the nearest whole share with any fractional share settled in cash and in any event subject to applicable withholding) and/or cash, in each case subject to the same terms and conditions that were otherwise applicable to the Company Restricted Share Award to which it relates immediately prior to the Effective Time pertaining to lapse of forfeiture conditions, including the “change of control” termination protections that apply to the corresponding Company Restricted Share Award under the related Company Restricted Share Award agreement. If Parent elects to settle all or any portion of such award in shares of Parent Common Stock, Parent shall issue a number of shares of Parent Common Stock to the holder of such award no later than the applicable settlement date that is sufficient to yield the cash amount for such portion of such award settled in shares of Parent Common Stock that would have been payable had Parent elected to settle such award in cash (for Immediate Settlement Program Participants (as defined in Section 2.3(i)) after taking into account any delays in settlement of the Converted Award and any delays in the holder’s ability to sell or otherwise transfer the shares of Parent Common Stock payable as provided under this Section 2.3), the mechanics of which shall be as provided under Section 2.3(i) of this Agreement.”
Amendment to Section 2.3. Section 2.3 of the Merger Agreement is hereby amended and restated as follows:
Amendment to Section 2.3. Section 2.3 of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof the following:
