Amendment to Section 8.03. Section 8.03(c) of the Agreement is hereby amended and replaced in its entirety as follows:
(c) Acquiror agrees to include provisions in the Proxy Statement and to take reasonable action related thereto with respect to (i) approval of the Merger (the “Transaction Proposal”), (ii) approval of the PubCo Charter (the “Amendment Proposal”), (iii) approval of the issuance of PubCo’s Common Stock in connection with the Transactions (including pursuant to the consummation of the Subscription Agreements) in accordance with this Agreement, in each case to the extent required by Nasdaq listing rules (the “Stock Issuance Proposal”), (iv) the adoption of the Acquiror Incentive Plan (the “Acquiror Incentive Plan Proposal”) and (v) approval of any other proposals reasonably necessary or appropriate to consummate the transaction contemplated hereby (the “Additional Proposal” and together with the Agreement Proposal, Merger Proposal, Amendment Proposal, Acquiror Incentive Plan Proposal and the Stock Issuance Proposal, the “Proposals”). The Acquiror Incentive Plan Proposal shall provide that an aggregate number of shares of PubCo’s Common Stock equal to 10% of the fully diluted outstanding shares of PubCo’s Common Stock immediately after the Closing shall be reserved for issuance pursuant to the Acquiror Incentive Plan, subject to annual 3% increases as provided therein. Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by Acquiror’s stockholders at the Special Meeting.”
Amendment to Section 8.03. Section 8.03 of the LICENSE AGREEMENT is hereby amended to read in its entirety as follows:
Amendment to Section 8.03. Section 8.03 of the Agreement is hereby amended by adding the following additional language:
Amendment to Section 8.03. Section 8.03 of the Credit Agreement is hereby amended by amending and restating paragraphs (a) and (b) thereof in their entirety to read in full as follows:
Amendment to Section 8.03. Section 8.03 of the Existing Credit Agreement is hereby amended by deleting clause (f) in its entirety and replacing it with the following:
Amendment to Section 8.03. Section 8.03 of the Existing Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (i) thereof, (ii) deleting the period at the end of clause (j) thereof and replacing it with “; and”, and (iii) adding the following as a new clause (k) thereof:
Amendment to Section 8.03. The last paragraph of Section 803 of the Indenture is hereby amended and restated in its entirety to read as follows: "Upon any such assumption, the Guarantor or such Subsidiary shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if the Guarantor or such Subsidiary had been named as the "Company" herein, and the Person named as the "Company" in the first paragraph of this instrument or any successor Person which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability as obligor upon the Securities, unless (i) such Person expressly agrees to remain as an obligor upon the Securities and under this Indenture and (ii) the Guarantor expressly confirms that its Guarantees shall continue to apply to such Person's obligations under the Securities and this Indenture notwithstanding the assumption by the Guarantor or such Subsidiary of such Person's obligations."
Amendment to Section 8.03. Section 8.03 of the Credit Agreement is hereby deleted in its entirety.
Amendment to Section 8.03. Section 8.03 of the Credit Agreement is hereby amended by deleting the last sentence thereof and replacing it in its entirety with the following: "Additionally, an Affiliate of the Administrative Agent has made an equity investment in MEI Holdings and may from time to time make additional equity investments in such entity or in the Borrower or its affiliates."
