Amendment to Section 5.2(a). Section 5.2(a) of the JOA is hereby deleted in its entirety and replaced with the following:
(a) UMC will pay to KentuckyOne an amount equal to the net book value of the capital investments in the Integrated Operation made after the November 1, 2016 and as directed in writing by University and UMC (and excluding any investments by KentuckyOne as part of the Aggregate Undepreciated Capital (as defined in the Fundamental Agreement)). Notwithstanding the foregoing: (i) to the extent that further investigation or examination reveals that, based on GAAP principles, the actual amount of Aggregate Undepreciated Capital is less than Thirty Eight Million Eight Hundred Thousand Dollars ($38,800,000) (the “Target Capital Amount”), UMC will have the right to reduce any required repayment amount under this Section 5.2(a) by the amount the actual Aggregate Undepreciated Capital is less than the Target Capital Amount; and (ii) to the extent that further investigation or examination reveals that, based on GAAP principles, the actual amount of Aggregate Undepreciated Capital is greater than the Target Capital Amount, KentuckyOne will have the right to increase any required repayment amount under this Section 5.2(a) by the lesser of (a) the amount the actual Aggregate Undepreciated Capital is greater than the Target Capital Amount or (b) an amount equal to the difference between the Target Capital Amount and the Aggregate Undepreciated Capital amounts set forth on Schedules 2.4.2 and 2.4.3 attached to the Fundamental Agreement.
Amendment to Section 5.2(a). Section 5.2(a) of the Original Agreement is hereby amended by amending and restating it in its entirety to read as follows (solely for convenience added language is italicized):
Amendment to Section 5.2(a). Section 5.2(a) of the Existing Credit Agreement is hereby amended by inserting the following parenthetical “(excluding Section 6.1(n))” immediately following the reference to “Article VI” appearing therein.
Amendment to Section 5.2(a). Section 5.2(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) [reserved];
Amendment to Section 5.2(a). Section 5.2(a) of the Credit Agreement is hereby amended by:
(a) inserting the following language after the words “Loan Documents” where they appear in the second line of Section 5.2(a): (other than the representations and warranties contained in Sections 4.2 and 4.6, which representations and warranties need only be true and correct on and as of the Closing Date and the Amendment Date)
(b) deleting the following language: ; provided, however, that the representations contained in Sections 4.2 and 4.6 need not be true and correct with respect to the making of any extension of credit the sole purpose of which is to repay commercial paper of the Borrower that is then due and payable
Amendment to Section 5.2(a). Section 5.2(a) of the Agreement is hereby deleted and replaced in its entirety with the following: “Parent and the Company shall take all necessary action such that (i) the board of directors of Parent at the Effective Time shall be comprised of seven (7) directors, at least a majority of whom shall meet the director independence requirements of NYSE or Nasdaq, as applicable, and (ii) the Persons as designated in accordance with this Section 5.2(a) are nominated and included for election as members of the board of directors of Parent in the Proxy Statement/Prospectus filed and mailed in accordance with Section 5.1 of this Agreement. The director nominees to be presented to Parent Stockholders at the Special Meeting shall be as follows:
(i) Lxxxx Xxxxxxxx, who shall be appointed as Chairman of the board of directors; and
(ii) The Company shall designate the remaining six (6) directors, two (2) of whom shall be subject to the consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) and shall meet the director independence requirements of NYSE or Nasdaq, as applicable (each, a “Company Designee”).”
Amendment to Section 5.2(a). Section 5.2(a) of the Purchase Agreement is amended and restated in its entirety by the following:
(a) Each of Newpark and CCS shall file, or cause to be filed, on or before June 4, 2008 with the Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) the notification and report form required for the transactions contemplated hereunder by the HSR Act, requesting early termination of the waiting period thereunder. Newpark and CCS shall use reasonable efforts to coordinate their initial filing of the notification and report form so that such filings are made simultaneously. Each of the parties further agrees to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to cooperate with the other in connection with the foregoing, including using commercially reasonable efforts (i) to supply promptly any additional information or documentary material that may be requested by a Governmental Entity, including, without limitation, the DOJ or the FTC, (ii) to obtain all other consents, approvals and authorizations that are required to be obtained under any federal, state, local or foreign Law or regulation, (iii) to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement, (iv) to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from a Governmental Entity, if any, and (v) to fulfill all conditions to this Agreement.
Amendment to Section 5.2(a). Section 5.2(a) of the Agreement shall be amended by deleting it in its entirety and replacing it with the following:
(i) As the Lead Director (as defined below), one director designated from time to time by the Requisite Holders which individual shall initially be Xxxxx X. Xxxx; and (ii) as the two other directors designated from time to time by the Requisite Holders, which individuals shall initially be Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx, Ph.D.”
Amendment to Section 5.2(a). Section 5.2(a) of the Master Purchase Agreement is hereby deleted and replaced in its entirety with the following:
(a) All of the issued and outstanding shares of Capital Stock of Holdings will be at the Closing owned directly by TRW Automotive free and clear of any and all Liens and will have been duly authorized for issuance and will be validly issued, fully paid and non-assessable. SMLLC and JVLLC are sole member limited liability companies. All of the membership interests of SMLLC and JVLLC will be at the Closing owned directly by TRW or a Subsidiary of TRW free and clear of any and all Liens, will be duly authorized for issuance and will be validly issued, fully paid and non-assessable and there are no other outstanding equity interests in SMLLC or JVLLC.”
Amendment to Section 5.2(a). (a) of the Dealer Manager Agreement is hereby in its entirety as follows:
