Amendment to Section 3.8. Section 3.8 of the Business Combination Agreement is hereby replaced in its entirety with the following:
Amendment to Section 3.8. Section 3.8 of the Agreement is hereby amended to read in its entirety as follows:
Amendment to Section 3.8. Section 3.8 to the Agreement is hereby amended to delete such provision in its entirety and replace such provision in its entirety with the following:
Amendment to Section 3.8. Section 3.8 of the Credit Agreement is hereby amended and restated as follows:
Amendment to Section 3.8. Section 3.8 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: “The proceeds of the Loans are intended to be and shall be used solely for the purposes set forth in and permitted by Section 4.10, and are intended to be and shall be used in compliance with Section 5.8. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock (other than the Xxxx Shares) or extending credit for the purpose of purchasing or carrying Margin Stock (other than the Xxxx Shares). Proceeds of the Loans shall not be used for the purpose of purchasing or carrying Margin Stock.”
Amendment to Section 3.8. Section 3.8 of the Indenture is hereby amended by deleting clause (8) of the second paragraph thereof and replacing it in its entirety with the following:
Amendment to Section 3.8. Section 3.8 shall be deleted and replaced with the following:
Amendment to Section 3.8. Section 3.8 of the Agreement hereby is amended and restated in its entirety as follows:
(a) On the Closing Date, following the Effective Time and repayment of all indebtedness under the Terminating Debt Facilities, the Company shall deposit or cause to be deposited with the Escrow Agent, in the escrow account maintained at the Escrow Agent and specified in the Escrow Agreement, fifty million dollars ($50,000,000) in cash funded from the Company Unrestricted Cash (such amount, together with any interest earned thereon in accordance with the Escrow Agreement, the “Escrowed Cash”) subject to the terms of the Escrow Agreement.
(b) On the Closing Date, following the Effective Time and delivery of the Escrowed Cash to the Escrow Agent, a number of shares of Parent Common Stock to be issued to the Company Stockholders as part of the Merger Consideration such that the value of such shares (the “Escrowed Shares”), based upon the Share Value, equals seventeen and a half percent (17.5%) of the Protected Portfolio Carrying Value shall be deposited with the Escrow Agent subject to the terms of the Escrow Agreement. The Escrowed Assets shall be applied by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement to pay amounts (if any) owing under Article XIV and Article XVI and shall otherwise be released in accordance with the Escrow Agreement.”
Amendment to Section 3.8. 2. Section 3.8.2 of the Agreement, entitled "Center-to-NMF-Connectivity", is hereby amended by deleting Section 3.8.2 in its entirety and replacing it with the following: "QUALCOMM will provide wireline connectivity for the transfer of data between the NMF and the Center using redundant and diverse frame relay connectivity. QUALCOMM will manage the routers on CardioNet's side of the frame relay circuitry, will monitor the connections for proper operation and capacity, and will provide trouble notification and escalation to the frame relay service provider and to CardioNet if a problem occurs. QUALCOMM will pass through to CardioNet the prices charged to QUALCOMM by the frame relay service provider for each of the frame relay connections set forth in Exhibit B. Frame relay circuits are specified as dual PVC (Las Vegas and San Diego) 128k Fractional T-1, with 64kbps CIR."
