Amendment to Section 6.4. Section 6.4 of the Original Agreement is amended to read in its entirety as follows:
Amendment to Section 6.4. Section 6.4 of the Credit Agreement is hereby amended in its entirety as follows:
Amendment to Section 6.4. Section 6.4 of the Credit Agreement is hereby amended by inserting the following text immediately following clause (iii) thereof, and by renumbering the existing clause (iv) as clause (vi):
Amendment to Section 6.4. Section 6.4(a) is hereby amended by inserting the following sentence at the end of the current provision: “Notwithstanding the foregoing, the Stockholders’ Meeting, which originally was scheduled for March 16, 2004, shall be adjourned to April 12, 2004, and shall not be held prior to April 12, 2004.”
Amendment to Section 6.4. The last sentence of Section 6.4 of the Agreement is hereby deleted in its entirety.
Amendment to Section 6.4. Section 6.4(a) is hereby amended by deleting the second sentence and replacing it with the following: “Notwithstanding the foregoing, the Stockholders’ Meeting shall be held on or after June 7, 2004.”
Amendment to Section 6.4. Section 6.4 of the Merger Agreement is hereby amended and restated as follows:
a. On the date hereof, the Company Shareholder has good and valid title to and is the sole and exclusive legal and beneficial owner of the Equity Interests of the Company. As of immediately before the Closing, the Company Shareholder has good and valid title to and is the sole and exclusive legal and beneficial owner of the Equity Interests of the Company. The Company Shareholder has good and valid title to and is the sole and exclusive legal and beneficial owner of the Equity Interests of PubCo. The Company Shareholder is not a party to (a) any option, warrant, purchase right or other Contract (other than this Agreement) that would require the Company Shareholder to, Transfer any of the Equity Interests of the Company or PubCo owned by the Company Shareholder or (b) any voting trust, proxy, or other Contract with respect to the voting of the Equity Interests of the Company or PubCo. The Company Shareholder does not own or have the right to acquire any other Equity Interests of any Group Company. There are no shareholders’ agreements, voting trusts or other agreements or understandings to which the Company Shareholder is a party with respect to the voting of any shares of the Group Companies.
Amendment to Section 6.4. Section 6.4 of the Credit Agreement is hereby amended by (1) amending and restating Section 6.4(a)(ix) in its entirety and (2) amending and restating the first proviso at the end of Section 6.4(a), in each case to read as follows:
Amendment to Section 6.4 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (f) therein, (b) deleting the period at the end of clause (g) therein and substituting in lieu thereof a semicolon and (c) adding immediately after clause (g) therein new clauses (h) and (i) as follows:
Amendment to Section 6.4. The proviso at the end of Section 6.4 of the Credit Agreement is hereby amended and restated in its entirety to reach as follows: ; provided that, for purposes of this Section 6.4, only from the Fifth Amendment Effective Date until March 31, 2021, the impacts of the existing coronavirus pandemic on the business, operations, properties, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole that have already occurred and were disclosed in writing to the Administrative Agent and the Lenders prior to the Fifth Amendment Effective Date shall be disregarded for purposes of determining whether a Material Adverse Effect has occurred. CHAR1\1754889v8
