Amendment to Sections 7. 4(a) and (c). Sections 7.4(a) and (c) of the Agreement are hereby amended and replaced in their entirety as follows:
(a) “In the event that (i) an Acquisition Proposal with respect to EVBS shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of EVBS, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to EVBS after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by EVBS or SONA pursuant to Section 7.1(b) (if the EVBS Shareholder Approval has not theretofore been obtained), (B) by SONA pursuant to Section 7.1(d) or (e) or (C) by EVBS or SONA pursuant to Section 7.1(g) and (iii) prior to the date that is twelve (12) months after the date of such termination EVBS enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then EVBS shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay SONA a fee equal to $7,500,000.00 (the “Termination Fee”) by wire transfer of immediately available funds to the account or accounts designated by SONA.”
(c) “In the event that (i) an Acquisition Proposal with respect to SONA shall have been communicated to or otherwise made known to the shareholders, senior management or Board of Directors of SONA, or any person or entity shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to SONA after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by SONA or EVBS pursuant to Section 7.1(b) (if the SONA Shareholder Approvals have not theretofore been obtained), (B) by EVBS pursuant to Section 7.1(d) or (e) or (C) by EVBS or SONA pursuant to Section 7.1(i) and (iii) prior to the date that is twelve (12) months after the date of such termination SONA enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then SONA shall, on the earlier of the date it enters into such definitive agreement or the date of consummation of such transaction, pay EVBS the Termination Fee by wire transfer of immediately available funds to the account or accounts designated by EVBS.”
Amendment to Sections 7. 1.1(d)(ii), 7.1.1(e) and 7.1.1(i). Sections 7.1.1(d)(ii), 7.1.1(e) and 7.1.1(i), of the Existing Credit Agreement are amended by deleting the phrase “Xxxxx Acquisition” in each instance and inserting “Xxxxx Manager” in lieu thereof.
Amendment to Sections 7. 2.2, 7.2.12 and 7.2.20. Each and every reference to “Xxxxx Partnership” in Sections 7.2.2, 7.2.12 and 7.2.20 of the Existing Credit Agreement (each referring to the parties permitted to engage in Unrestricted Timber Transactions) is deleted.
Amendment to Sections 7. 2(a) and 7.3(a). All references in Sections 7.2(a) and 7.3(a) of the Merger Agreement to “the Closing Date” shall be replaced with references to “December 16, 2014.”
Amendment to Sections 7. 1, 7.2 and 7.3. Sections 7.1, 7.2 and 7.3 are deleted and replaced in their entirety with the following sections:
Amendment to Sections 7. 1(a)(ii) AND 7.1(a)(iii). Effective January 9, 2003, Sections 7.1(a)(ii) and 7.1(a)(iii) of the Agreement are hereby amended in their entirety to read as follows:
Amendment to Sections 7. 02(e), (f) and (g)
Amendment to Sections 7. 6(a) and (b) of the Credit Agreement. Sections 7.6(a) and (b) shall be deleted in its entirety and the following Sections 7.6(a) and (b) shall be substituted in its stead:
(a) single Acquisitions, the Acquisition Consideration for which does not exceed $5,000,000, and so long as in any fiscal year the aggregate Acquisition Consideration paid by the Borrower and the Subsidiaries for all Acquisitions during such fiscal year does not exceed $10,000,000, and
(b) single Acquisitions the aggregate Acquisition Consideration for which equals or exceeds $5,000,000, if each Lender receives financial projections in form and substance acceptable to the Lenders and demonstrating compliance with (i) the covenants described in Section 6.3(a) hereof and (ii) the required repayments as a result of the reductions in the Commitment set forth in Section 2.6(c) hereof, each after giving effect to such acquisition and for the period beginning on such date of acquisition and ending on the Maturity Date;
Amendment to Sections 7. 2. Section 7.2 is amended by (a) deleting the word "and" at the end of clause (l), (b) redesignating clause "(m)" as clause "(n)" and (c) inserting the following new clause (m) in appropriate sequence: "
Amendment to Sections 7. 13.2 and 7.13.
