Amendment to Section 5.01(a). Section 5.01(a) is hereby amended and restated in its entirety to read as follows:
Amendment to Section 5.01(a). Section 5.01(a) shall be amended by deleting the proviso to the first sentence of Section 5.01(a).
Amendment to Section 5.01(a). Section 5.01(a) of the Original Merger Agreement is hereby amended to add the following sentences to the end thereof: “Parent shall cause the Proxy/S-4 to be initially filed with the SEC as promptly as practicable and in any event by no later than 5:30 p.m., New York city time, on December 11, 2015 (the “Initial Filing Deadline”). Without derogation of Parent’s obligations in regard to filing the Proxy/S-4 as promptly as practicable and procuring the effectiveness of the Proxy/S-4 as promptly as practicable, if the Proxy/S-4 is not filed with the SEC by the Initial Filing Deadline, or if it is not declared effective by the SEC on or before February 5, 2016 or is not mailed to the Company’s stockholders within two Business Days of such Proxy/S-4 being declared effective, then, unless the Section 2.01 Notice has been delivered (it being agreed that if the Section 2.01 Notice is delivered, no Ticking Fee shall be applicable or owed), in each such circumstance the Cash Consideration payable per share of Company Common Stock will increase by $0.02 per each Business Day (the “Ticking Fee”) that, as applicable, such initial filing is delayed, such effectiveness has not yet been obtained, or the effective Proxy/S-4 has not yet been mailed as required above (with such increase also being applicable during each day in between the effectiveness date and such mailing date if the Proxy/S-4 has not been declared effective by February 5, 2016). Parent and the Company will fully cooperate and respond as promptly as practicable to any and all comments received from staff of the SEC on the Proxy/S-4. The parties acknowledge that in a customary situation, the amount of time to provide to the staff of the SEC a customary “response letter” reasonably designed to fully respond to the staff’s comments on the Proxy/S-4 is (i) with respect to the initial set of such SEC comments to the Proxy/S-4, the fifth Business Day after receipt thereof, (ii) with respect to the second set of such SEC comments to the Proxy/S-4, the third business Day after receipt thereof, and (iii) with respect to every subsequent set of SEC comments to the Proxy/S-4, the next Business Day after receipt thereof. Notwithstanding the foregoing, the Ticking Fee shall not increase Cash Consideration for any day where a delay by Parent in complying with its obligations set forth in this Section 5.01(a) is principally caused by the Company’s failure to comply with its obligations under Section 5.01(a), (b), (c) or ...
Amendment to Section 5.01(a). Section 5.01(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) within ninety (90) days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year setting forth, in each case, in comparative form the figures for the previous fiscal year (other than the fiscal year ended December 31, 2014), all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter prepared by said accountants;”
Amendment to Section 5.01(a). Section 5.01(a) of the RSA is hereby amended by deleting the date “February 7, 2011” and substituting “February 11, 2011” in its stead.
Amendment to Section 5.01(a). Section 5.01(a) shall be amended and restated in its entirety to read as follows:
(a) The Paying Agent shall distribute (in accordance with the Monthly Servicer Certificate and Settlement Statement delivered by the Servicer to the Master Trust Trustee and the Paying Agent pursuant to Section 3.04(d) of the Agreement) to each Series 2000-VFC Certificateholder of record on the preceding Record Date (other than as provided in Section 12.02 of the Agreement respecting a final distribution ) on each Distribution Date such Certificateholder’s pro rata share (with respect to Monthly Interest, Non-Use Fees, Excess Commitment Fees and Additional Amounts, the amount of such items payable to each such Certificateholder, and with respect to distributions of principal, based on the aggregate fractional undivided interests represented by the Series 2000-VFC Certificates held by such Certificateholder) of the amounts on deposit in the Series 2000-VFC Accounts as is payable to the Series 2000-VFC Certificateholders on such Distribution Date pursuant to Sections 4.10(a), (b) and (c); provided, however, that if during the Revolving Period the Funded Amount of a Purchaser Group exceeds such Purchaser Group’s lowest expected Target Commitment Amount (as defined in the Certificate Purchase Agreement) and the Commitment during the period from such date to and including the date [three] months after such date with respect to such Purchaser Group, any principal shall be applied first to the Funded Amount of the holders of the Certificate pro rata based on the amounts of such excess and then to the Funded Amounts of all holders of Certificates pro rata based on the aggregate fractional undivided interests represented by the Series 2000-VFC Certificates held by such Certificateholder.”
Amendment to Section 5.01(a). Section 5.01(a) is hereby amended by (a) deleting the word “or” at the end of clause (i) thereof, (b) adding the word “or” immediately following the “;” at the end of clause (ii) thereof and (c) adding the following as a new clause (iii) immediately following clause (ii) thereof:
Amendment to Section 5.01(a). Section 5.01(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:
(a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, however, that notwithstanding any covenant, condition or agreement contained in this Agreement to the contrary, the Borrower shall not be required to furnish its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for the fiscal year ended September 30, 2005, or the related report by Deloitte & Touche, LLP or other independent public accountants of recognized national standing, to the Administrative Agent or any Lender prior to the earlier of (i) September 30, 2006 or (ii) the date such financial statements are filed with the Securities and Exchange Commission as part of an Annual Report on Form 10-K;”.
Amendment to Section 5.01(a). Subsection 5.01(a) of the Loan Agreement is hereby amended by inserting the following new text at the end of the parenthetical clause appearing therein: “; provided that the requirement that such reports not include a “going concern” or like qualification or exception shall not be applicable to such reports provided for the fiscal year ended December 31, 2008”.
Amendment to Section 5.01(a). Section 5.01(a) of the Credit Agreement is hereby amended by adding the following clause at the end of such Section: “provided further for the fiscal year ended on January 30, 2010, such annual audit report and related deliveries shall not be due until June 30, 2010;”
