Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by:
(i) adding the words “and the confirmation of the Rating Agencies” immediately following the word “party” in the third line thereof; and
(ii) adding the following sentence immediately following the final sentence thereof: “In addition, each transfer effected in accordance with this Section shall be effective only if the Rating Agency Condition is satisfied and each transfer effected pursuant to Section 6(b)(ii) shall be effective only if the Ratings Agencies receive prior notice of such transfer.”
Amendment to Section 7 of the Agreement. The following provisions shall be added to the end of Section 7:
Amendment to Section 7 of the Agreement. The following new Section 7.5 is added to Section 7 of the Agreement:
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended as follows:
(a) Section 7.10 of the Agreement is hereby amended by deleting Section 7.10 in its entirety and restating it as follows:
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by adding the words “and the confirmation of the Rating Agencies” immediately following the word “party” in the third line thereof.
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by adding the following language at the end thereof: “The Company and the ValueAct Group hereby agree that notwithstanding the foregoing, Axio Holdings LLC, a Delaware limited liability company (“Newco”) and an affiliate of the ValueAct Group, may enter into that certain Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) by and among the Company, Newco and Axio Acquisition Corp., a Delaware corporation, and all exhibits attached thereto, including the Voting Agreement, attached as Exhibit B thereto (the “Voting Agreement”), copies of which are attached hereto as Exhibit A, and to consummate the transactions contemplated thereby, in compliance with the terms and conditions set forth in the Merger Agreement and the Voting Agreement, as applicable.”
Amendment to Section 7 of the Agreement. The second sentence of Section 7 of the Agreement is hereby deleted in its entirety and replaced with the following: "This Agreement shall be extended for an additional four-year term following the Initial Term ("Successive Term"), except as this Agreement may otherwise be terminated in accordance herewith."
Amendment to Section 7 of the Agreement. The third sentence of Section 7 of the Agreement is hereby amended to read in its entirety as follows: “The purchase price of such policy shall be an amount equal to that which would have been payable to the Company under Section 6(b) hereof and any payment pursuant to Section 6(c) hereof with respect to any indebtedness owed by the Company to the Insurer.”
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended and replaced in its entirety by the following: “The ValueAct Group agrees that until the first year anniversary of this Agreement that it shall not sell or trade, whether directly or indirectly any securities of Acxiom, including without limitation, any derivative securities of Acxiom or related thereto, except with the prior written consent of the Executive Committee of the Acxiom Board. The ValueAct Group agrees that for so long as Xx. Xxxxx is a member of the Acxiom Board, the ValueAct Group will not acquire, whether directly or indirectly, any securities of Acxiom, including without limitation, any derivative securities of Acxiom or related thereto, except with the prior written consent of the Executive Committee of the Acxiom Board. In addition to the foregoing, the ValueAct Group and the Company agree that if at any time during the two year period following the date of the Agreement the ValueAct Group’s direct or indirect ownership of Acxiom securities represents 15% or more of the outstanding capital stock of Acxiom (excluding treasury shares), the Company, at its election, may require the ValueAct Group to sell into the public market, within 60 trading days and in compliance with applicable securities laws, that number of shares of Acxiom securities such that the ValueAct Group’s direct or indirect ownership of Acxiom securities represents less than 15% of the outstanding capital stock of Acxiom (excluding treasury shares) following such sale. In the event that the ValueAct Group’s direct or indirect ownership of Acxiom securities increases to 15% or more of the outstanding capital stock of Acxiom (excluding treasury shares) due to a stock repurchase of any kind by Acxiom, and if Acxiom elects to trigger the foregoing requirement, rather than be required to sell into the public market as described in the previous sentence, and subject to applicable securities laws, the ValueAct Group shall be permitted to sell its shares directly to Acxiom as part of such stock repurchase program.
Amendment to Section 7 of the Agreement. The second sentence of Section 7 of the Agreement is hereby amended to add the language highlighted in italics below: "Except as specially contemplated by Section 3, ING-IM shall not maintain custody of Client funds or securities or otherwise act as custodian for the Account."
