Amendment to Section 3.05. Section 3.05 of the Merger Agreement is hereby amended by adding the following at the end of the first sentence thereof: “, other than Excluded Shares that remain outstanding pursuant to Section 3.01(b).”
Amendment to Section 3.05. The seventh paragraph of Section 3.05 of the Original Indenture is hereby deleted, amended and restated in its entirety to read as follows: “As provided in Section 3.04 hereof, each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing and except as otherwise specified as contemplated by Section 3.01, no Global Security shall be registered for transfer or exchange, or authenticated or delivered, pursuant to this Section 3.05 or Sections 3.06, 3.07, 4.07 or 11.07 in the name of a Person other than the Depositary for such Security or its nominee until (i) the Depositary with respect to a Global Security notifies the Company in writing that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation if required thereunder, and the Company does not appoint a successor Depositary within 90 days, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such Series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 3.01 for such series, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, without service charge, (i) to the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms in definitive form and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security, and (ii) to such Depositary a new Global Security of like tenor and terms and in a principal amount equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered pursuant to ...
Amendment to Section 3.05. Section 3.05(e) is hereby added, which section reads in its entirety:
Amendment to Section 3.05. Section 3.05 of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting the following in lieu thereof:
Amendment to Section 3.05. Clause (a) of Section 3.05 of the Credit Agreement is amended in its entirety to read as follows.
(a) Schedule 3.05 is (except as noted therein) a complete and correct list of the Borrower's Subsidiaries as of May 31, 2001 showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of its capital stock or similar equity interests owned by the Borrower and each other Subsidiary, and specifying whether such Subsidiary is a Restricted Subsidiary and a Material Restricted Subsidiary. Schedule 3.05A correctly sets forth the authorized, issued, and outstanding capital stock of each Material Restricted Subsidiary. All of the outstanding capital stock of each Material Restricted Subsidiary has been validly issued, is fully paid, and is nonassessable. There are no outstanding subscriptions, options, warrants, calls, or rights (including preemptive rights) to acquire, and no outstanding securities or instruments convertible into, capital stock of any Material Restricted Subsidiary.
