Amendment to Section 2.4. Section 2.4 of the Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 2.4. Section 2.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 2.4. Section 2.4 of the Agreement shall be deleted in its entirety and, in lieu thereof, the following new Section 2.4 is inserted:
Amendment to Section 2.4. Section 2.4 of the Receivables Purchase Agreement is amended and restated in its entirety as follows:
Amendment to Section 2.4. Section 2.4(a)(i) of the Board Representation Agreement is hereby deleted and replaced with the following text:
Amendment to Section 2.4. The first sentence of Section 2.4(a) is hereby amended and restated to read as follows: “The Company will not be required to effect more than three registrations requested by Squadron pursuant to Section 2.1 above.”
Amendment to Section 2.4. The reference to “15%” in Section 24(a) of the Rights Agreement is hereby amended to read “20%.”
Amendment to Section 2.4. Section 2.4 is hereby deleted in its entirety and restated as follows:
Amendment to Section 2.4. Section 24(a) is hereby amended and restated in its entirety to read as follows:
(a) At any time after a Share Acquisition Date followed by a Distribution Date and prior to the first date thereafter upon which an Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares at an exchange ratio (the "Exchange Ratio") per Right, equal to that number of Common Shares which, as of the date of the Board of Directors' action, has a current market price equal to the difference between the Exercise Price and the Current Market Price of the Common Shares that each holder of a Right would otherwise have the right to receive upon the exercise of a Right on such date."
Amendment to Section 2.4. Section 2.4 of the Agreement is hereby amended and replaced in its entirety as follows: “At the Effective Date, the stock transfer books of EVBS shall be closed as to holders of EVBS Common Stock and EVBS Series B Preferred Stock, and no transfer of EVBS Common Stock or EVBS Series B Preferred Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.3, each Book-Entry Share or Certificate shall from and after the Effective Date represent for all purposes only the right to receive the applicable portion of the Merger Consideration in exchange therefor. To the extent permitted by law, former holders of record of EVBS Common Stock and EVBS Series B Preferred Stock shall be entitled to vote after the Effective Date at any meeting of Continuing Corporation shareholders the number of whole shares of Continuing Corporation Common Stock into which their respective shares of EVBS Common Stock and EVBS Series B Preferred Stock are converted, regardless of whether such holders have surrendered their Book-Entry Shares or Certificates for exchange as provided in Section 2.3, but beginning thirty (30) days after the Effective Date, no such holder shall be entitled to vote on any matter until such holder surrenders such Certificate or Book-Entry Share for exchange as provided in Article 2. Whenever a dividend or other distribution is declared by the Continuing Corporation on Continuing Corporation Common Stock, the record date for which is at or after the Effective Date, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of EVBS Common Stock or EVBS Series B Preferred Stock, if any, as of any time subsequent to the Effective Date shall be delivered to the holder of any Book-Entry Share or Certificate issued and outstanding at the Effective Date until such holder surrenders such Book-Entry Share or Certificate for exchange as provided in Section 2.3. However, upon surrender of such Book-Entry Share or Certificate representing EVBS Common Stock or EVBS Series B Preferred Stock, the Merger Consideration, together with all such undelivered dividends or other distributions without interest, shall be delivered and paid with respect to each Book-Entry Share or other share represented by such Certificate.”
