Amendment to Section 2.3(a) Sample Clauses

Amendment to Section 2.3(a). Section 2.3(a) of the Credit Agreement is hereby amended by replacing “TWO HUNDRED MILLION DOLLARS ($200,000,000)” with “THREE HUNDRED SEVENTY FIVE MILLION DOLLARS ($375,000,000)”.

Amendment to Section 2.3(a). Section 2.3(a) of the Investor Rights Agreement is hereby amended and restated in its entirety as set forth in the attached Exhibit B.

Amendment to Section 2.3(a). Section 2.3(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 2.3(a). Section 2.3(a) of the Agreement is hereby amended and restated in its entirety as follows:

Amendment to Section 2.3(a). Section 23(a) is hereby amended and restated in its entirety as follows: (a) Subject to Sections 23(b) and 24(b), if the Executive’s employment shall terminate without Cause during the twelve-month period immediately following a Change in Control, then upon the Executive’s execution and non-revocation of a general release in the Company’s customary form, the Executive shall be entitled, as his exclusive remedy hereunder, to (i) full and immediate vesting of all otherwise unvested Stock Options and Restricted Stock and (ii) a payment equal to the amount of Base Salary and annual bonus the Executive would have been entitled to receive under this Agreement for the duration of the applicable term (based upon the amount of the annual bonus, if any, paid to the Executive with respect to the year prior to the year in which such termination of employment occurs). Subject to Section 24(b), the amount determined under this Section 23(a)(ii) will be paid to the Executive in a single lump sum on or prior to the thirtieth (30th) day after such termination of the Executive’s employment.”

Amendment to Section 2.3(a). Section 23(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 23 apply to the public announcement, approval, execution, delivery or performance of the Merger Agreement and/or the Tender Agreements, the making or consummation of the Offer, or the consummation of the Merger and the other Transactions.”

Amendment to Section 2.3(a). The proviso appearing at the end of Section 2.3A of the Credit Agreement is hereby amended and restated in its entirety to read as follows: provided that at all times following the Second Amendment Effective Date, the Commitment Fee shall be 0.50% per annum.

Amendment to Section 2.3(a). Section 2.3(a) of the Merger Agreement is hereby amended to read in its entirety as follows: (a) The execution and delivery of this Agreement and the Company Related Agreements and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and the Company Related Agreements have been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement and the Company Related Agreements by the other parties hereto, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject only to the effect, if any, of (i) applicable bankruptcy and other similar applicable Legal Requirements affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has (i) declared that this Agreement and the Merger, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, and (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger. The holders of a majority of the outstanding shares of Company Capital Stock, and the holders of a majority of the outstanding shares of Company Preferred Stock, have approved this Agreement, the Certificate of Merger and the Merger, and the votes of such holders are the only votes of the holders of Company Capital Stock necessary to adopt this Agreement and approve the Merger under the DGCL or the Certificate of Incorporation and Bylaws of the Company, each as in effect at the time of such adoption and approval (collectively, the “Company Stockholder Approval”).”

Amendment to Section 2.3(a). The first proviso appearing in Section 2.3(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed FIFTEEN MILLION SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($15,625,000) (the “LOC Committed Amount”), (ii) the Aggregate Revolving Exposure shall not exceed (A) the Revolving Committed Amount or (B) the Borrowing Base and (iii) Letters of Credit shall be issued for any lawful corporate purposes and shall be issued as standby or commercial letters of credit.

Amendment to Section 2.3(a). The Parties agree that Section 2.3(a) of the Framework Agreement is hereby amended by deleting the section in its entirety and replacing it with the following text: (i) In connection with a Qualified IPO (a Liquidity Event described by clause (a) of the definition thereof), at the election of JD Group, JD Finance will use its reasonable best efforts (with JD Group’s reasonable cooperation) to obtain any required consents or approvals of Governmental Authorities, make any required filings or notifications, and cause any waiting periods to expire, in each case, as may be required under applicable Laws in connection with the payment of the Income Share (as defined in the IPLA) pursuant to the IPLA following the Qualified IPO. If JD Group does not so elect, or if despite such efforts, the payment of the Income Share is not permitted following the Qualified IPO under applicable Laws, then upon the occurrence of a Qualified IPO, if Issuances have not then occurred such that the Issuance Percentage is 100%, JD Finance shall immediately become obligated, at the times and in the manner provided for herein, to pay to JD Group an amount (as adjusted herein, the “Liquidity Event Payment”) equal to the product of (x) the Maximum Issuance Interest applicable immediately prior to the Qualified IPO multiplied by the equity value of JD Finance as determined immediately prior to the Qualified IPO, and (y) 100% minus the Issuance Percentage. (ii) Upon the occurrence of a Liquidity Event described by clause (b) or (c) of the definition thereof, if Issuances have not then occurred such that the Issuance Percentage is 100%, at the election of JD Group, JD Group shall continue to receive the payment of the Income Share (as defined in the IPLA) pursuant to the IPLA following such Liquidity Event. If JD Group does not so elect, then upon the occurrence of such Liquidity Event, if Issuances have not then occurred such that the Issuance Percentage is 100%, JD Finance shall immediately become obligated, at the times and in the manner provided for herein, to pay to JD Group the Liquidity Event Payment equal to the product of (x) the Maximum Issuance Interest applicable immediately prior to the Liquidity Event multiplied by the equity value of JD Finance as determined immediately prior to the Liquidity Event, and (y) 100% minus the Issuance Percentage, provided, however, upon the occurrence of a Liquidity Event described by clause (b) of the definition thereof and triggered pursuant to...