Amendment to Section 8.7 Sample Clauses

Amendment to Section 8.7. Section 8.7 of the Merger Agreement is hereby amended and restated as follows: a. The Company Shareholder hereby agrees not to, directly or indirectly, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, (i) sell, offer, transfer, exchange, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise) (collectively, “Transfer”), or enter into any Contract or option with respect to the Transfer of, any of the Company Shareholder’s Equity Interests of the Company or PubCo or the beneficial ownership (as defined in Section 13(d) of the Exchange Act) thereof, or (ii) take any action that would make any representation or warranty of the Company Shareholder contained herein untrue or incorrect as of the Closing Date or have the effect of preventing the Company Shareholder from performing its obligations under this Agreement. Any Transfer in violation of this Section 8.7 with respect to the Company Shareholder’s Equity Interests of the Company shall be null and void.

Amendment to Section 8.7. Section 8.7 is hereby deleted and replaced in its entirety with the following:

Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting the following therefor:

Amendment to Section 8.7. Section 8.7 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (a)(v) thereof, (ii) replacing the final period in clause (a)(vi) thereof with “; and” and (iii) inserting the following as a new clause (a)(vii) immediately following clause (a)(vi) thereof:

Amendment to Section 8.7. Section 8.7 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment (other than a redemption of the Capital Stock of departing owners to the extent made in the ordinary course); provided, however, the Credit Parties shall be permitted to make (1) dividends payable solely in the Capital Stock of such Person, (2) dividends or other distributions payable to the Credit Parties, (3) so long as no Default or Event of Default has occurred or is continuing or would result therefrom, the S-1 Restricted Payment and (4) any other Restricted Payments described in clauses (a), (b) and (c) of the definition of Restricted Payment so long as (i) no Default or Event of Default has occurred or is continuing or would result therefrom, (ii) to the extent Revolving Loans are used to finance such Restricted Payment, the Credit Parties have demonstrated to the reasonable satisfaction of the Lender that, after giving effect to such Restricted Payment on a pro forma basis, the Credit Parties are in compliance with each of the financial covenants set forth in Section 7.10 and (iii) the aggregate amount of all Restricted Payments made by the Credit Parties pursuant to this clause (4) in any Four Quarter Period shall not exceed an amount equal to 60% of Consolidated EBITDA determined as of the end of the Four Quarter Period most recently ended.

Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended by (i) deleting the word "or" at the end of subsection (vi), (ii) deleting the period at the end of subsection (v) and substituting in lieu thereof a semicolon and the word "or" and (iii) adding the following new subsection (vi):

Amendment to Section 8.7. Section 8.7 of the Credit Agreement is hereby amended by deleting the amount “$45,000,000” in the table in such Section and inserting the amount “$50,000,000” in lieu thereof.

Amendment to Section 8.7. Section 8.7 of the Existing Credit Agreement is hereby amended by deleting clause (j) thereof in its entirety and replacing it with the following: