Amendment to Section 4.16. Section 4.16 of the Original Agreement shall be amended and restated as follows: “Parent has (and at the Effective Time will have) available to it all funds necessary to consummate the Merger and to pay all cash amounts required to be paid in connection with the Merger, including the aggregate Cash Consideration.”
Amendment to Section 4.16. Section 4.16 of the Existing Credit Agreement is hereby amended by deleting each reference to the term “Second Amendment Closing Date” appearing therein and inserting in lieu thereof the term “Third Amendment Closing Date”.
Amendment to Section 4.16. Section 4.16 of the Merger Agreement is hereby amended to add the following sentence at the end thereof: “On May 18, 2007, Xxxxxxx, Xxxxx & Co. delivered to the Board of Directors of the Company an opinion to the effect that, as of May 18, 2007, the Merger Consideration to be received by holders of Shares pursuant to this Agreement (upon giving effect to Amendment No. 4 to the Merger Agreement) was fair, from a financial point of view, to such holders.”
Amendment to Section 4.16. Section 4.16 of the Indenture is hereby amended in its entirety to provide as follows: As of April 28, 2016, all Subsidiaries of the Company are Restricted Subsidiaries. If, after April 28, 2016, a Subsidiary is designated a “Restricted Subsidiary” or an “Unrestricted Subsidiary” under the New Notes Indenture, the Board of Directors of the Company shall similarly designate such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary hereunder. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions. In the case of any designation by the Company of a Person as an Unrestricted Subsidiary on the first day that such Person is a Subsidiary of the Company in accordance with the provisions of this Indenture, such designation shall be deemed to have occurred for all purposes of this Indenture simultaneously with, and automatically upon, such Person becoming a Subsidiary. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture.
Amendment to Section 4.16. Section 4.16 of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Section 4.16. The last sentence of Section 4.16 is hereby amended to read as follows: The issued shares of Capital Securities of each of the Loan Party’s respective Subsidiaries are owned by the Loan Parties free and clear of any lien or adverse claim other than Liens granted pursuant to the Collateral Documents and Liens with respect to the Capital Securities of the SPV Subsidiary.
Amendment to Section 4.16. Section 4.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Section 4.16. Section 4.16 of the Credit Agreement is hereby amended by deleting the first sentence thereof and substituting in lieu thereof the following: “The proceeds of the Tranche C Term Loans shall be used to prepay the Tranche B Term Loans outstanding on the First Amendment Effective Date.”
Amendment to Section 4.16. Section 4.16 of the Indenture is amended by replacing the amount "$10 million" in the last sentence with the amount "$25 million".
Amendment to Section 4.16. Section 4.16 of the Credit Agreement is hereby amended by replacing the first sentence therein with the following: "The proceeds of the Term Loans shall be used to finance a portion of the Transactions and to pay related fees and expenses. The proceeds of the Incremental Term Loans shall be used to refinance in part the 1999 Subordinated Notes, to pay a portion of the dividend to Holdings and from Holdings to its existing stockholders (including the Sponsor) pursuant to Section 7.6(g) and to pay related fees and expenses."
