Amendment to Section 3.02 Sample Clauses
Amendment to Section 3.02. Section 3.02 of the Shareholders Agreement is hereby amended and restated in its entirety as follows: “Subject to all applicable laws, the restrictions on Transfer set forth in Section 3.01 hereof shall not apply to any of the following:
(a) a Transfer by a Shareholder of Common Stock (other than Distributed Shares prior to the 1934 Act Registration) to one of its Permitted Transferees; provided that such Permitted Transferee shall agree to execute a Joinder Agreement in the form annexed hereto as Exhibit A (the “Joinder Agreement”);
(b) a Transfer of Common Stock (other than Distributed Shares prior to the 1934 Act Registration) by a Shareholder in accordance with Sections 4.02 and 4.03 of this Agreement;
(c) a Transfer by a Shareholder of Common Stock (other than Distributed Shares prior to the 1934 Act Registration) after such Shareholder has complied with Section 4.01; provided that the Transferee shall agree to execute a Joinder Agreement;
(d) a Transfer of Common Stock by a Shareholder pursuant to an effective registration statement under the 1933 Act or a Transfer of Common Stock (other than Distributed Shares prior to the 1934 Act Registration) pursuant to Rule 144 under the 1933 Act;
(e) a Transfer by MCLLC in connection with the issuance of a Convertible Security as contemplated by Section 6.16; provided that the recipient of such Convertible Security agrees to execute a Joinder Agreement as described in Section 6.16;
(f) Transfers by MCLLC and Metaldyne pursuant to a Metaldyne Distribution; provided that, if such Transfer is to Metaldyne Shareholders prior to the 1934 Act Registration, provision shall be made to ensure that subsequent Transfers of Distributed Shares shall only be made, prior to the 1934 Act Registration, by Metaldyne Shareholders to Limited Permitted Transferees of such Metaldyne Shareholder; and
(g) following a Metaldyne Distribution and prior to the 1934 Act Registration, a Transfer by a Metaldyne Shareholder of Distributed Shares to Limited Permitted Transferees of such Metaldyne Shareholder.
Amendment to Section 3.02. Section 3.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 3.02. Section 3.02 of the Original Merger Agreement is hereby amended as follows:
Amendment to Section 3.02. Section 3.02 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Section 3.02. Section 3.02 of the Original Indenture is hereby amended by deleting clauses “second” and “third” in their entirety and replacing them with the following: “second, after giving effect to clause “first” above:
Amendment to Section 3.02. Effective as of January 1, 2015, Section 3.02 is hereby amended by adding the following subsection (e):
Amendment to Section 3.02. Section 3.02 of the Original Indenture is hereby amended by deleting paragraph “(iii)” of clause “second” in its entirety and replacing it with the following paragraph “(iii)” and adding immediately thereafter the following paragraph “(iv)”:
Amendment to Section 3.02. Section 3.02 of the Credit Agreement is hereby amended by deleting clauses (1)(a)-(c) in such Section in their entirety and inserting in lieu thereof the following:
(a) The representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of the date of such Loan as though made on and as of such date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date, provided that this condition shall be deemed to have been waived solely to the extent that the representations and warranties contained in Section 4.04 (Financial Statements), Section 4.06 (Other Agreements), Section 4.07 (Litigation), Section 4.14 (Law; Environment) and Section 4.17 (Accuracy of Information) are incorrect, incomplete or misleading as a result of (or in the case of the representations and warranties contained in Section 4.07, directly resulting from) the matters identified in the Borrower’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (it being understood that any certificate to be delivered pursuant to this Section may be so qualified);
(b) No Default or Event of Default has occurred and is continuing, or would result from such Loan; and
(c) [Intentionally Omitted.]
Amendment to Section 3.02. Section 3.02 of the Credit Agreement is hereby amended by deleting the “and” at the end of paragraph (a), replacing the “.” at the end of paragraph (b) with “; and” and adding the following as new paragraph (c):
Amendment to Section 3.02. Section 3.02 of the Original Indenture is hereby amended by deleting clauses “second” and “third” in their entirety and replacing them with the following: “second, after giving effect to clause “first” above:
(i) so much of such payments remaining as shall be required to pay the amounts specified in subclause (i) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes;
(ii) after giving effect to subclause (i) above, so much of such payments remaining as shall be required to pay the amounts specified in subclause (ii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes;
(iii) after giving effect to subclause (ii) above, so much of such payments remaining as shall be required to pay the amounts specified in subclause (iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes; and
(iv) after giving effect to subclause (iii) above (if any Additional Series Equipment Notes of a specified series shall have been issued hereunder and except as this subclause (iv) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Additional Series Equipment Notes), so much of such payments remaining as shall be required to pay the amounts specified in subclause (iv) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in respect of such Additional Series Equipment Notes of such series; third, after giving effect to clause “second” above, so much of such payments remaining as shall be required to pay the amounts as provided in clause “third” of Section 3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than subclause (xi) of clause “third” of Section 3.03; and”