Amendments to Exhibit C. Exhibit C (Form of Compliance Certificate) to the Credit Agreement is hereby amended and replaced in its entirety with the form of Exhibit C attached to this Amendment as Exhibit C.
Amendments to Exhibit C. The Client understands and agrees that the Adviser may amend the Exhibit C on thirty (30) days’ written notice to the Client.
Amendments to Exhibit C. Exhibit C (the Summary of Rights to Purchase Preferred Stock), to the Rights Agreement is hereby amended (a) by deleting the clause “who are not Acquiring Persons or representatives or nominees of or affiliated or associated with an Acquiring Person” in the first sentence of the sixth paragraph thereof, (b) by deleting the second sentence in the eighth paragraph thereof in its entirety and (c) by deleting the clause “, with the concurrence of a majority of the Continuing Directors,” in the ninth paragraph thereof.
Amendments to Exhibit C. (a) Exhibit C to the Rights Agreement is hereby amended by substituting the following in place of the paragraph captioned “Expiration of Rights:” The Rights expire on the earliest of (a) Mxxxx 0, 0000, (x) exchange or redemption of the Rights as described above or (c) the time immediately prior to the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of January 21, 2008 (the “Merger Agreement”), among the Company, Roche Holdings, Inc. (“Purchaser”) and Rocket Acquisition Corp. (“Merger Subsidiary”)).
(b) Exhibit C to the Rights Agreement is hereby amended by adding the following immediately following the paragraph captioned “Taxes:” Merger Agreement: Neither Purchaser, Merger Subsidiary, nor any of either of their respective affiliates or associates will be deemed to be an Acquiring Person, and no Distribution Date will be deemed to have occurred, solely by reason or as a result of (a) the approval, execution or delivery of the Merger Agreement, (b) the public announcement of such execution and delivery, (c) the public announcement or the amendment of the Offer (as defined in the Merger Agreement) or (d) the consummation of any of the transactions specifically contemplated by the Merger Agreement.
Amendments to Exhibit C a. Footnote 4 contained in Exhibit C-3 of the Agreement is hereby amended and restated in its entirety to read as follows: “Reflects reduction in throughput fee effective January 1, 2015 as a result of the secondment arrangement at the El Dorado refinery. Also reflects reduction in throughput fee effective January 1, 2017 as a result of the sale of tanks 243 and 244 from El Dorado Logistics LLC to XX Xxxxxxxx El Dorado Refining LLC (f/k/a HollyFrontier El Dorado Refining LLC).” DB1/ 133359858.1
b. Exhibit C-10 of the Agreement is hereby amended by removing the reference to “Sinclair Guernsey to Xxxxxxxx Refinery Pipeline” contained therein and replacing it with “Sinclair Guernsey to Parco Refinery Pipeline”.
c. Exhibit C-11 of the Agreement is hereby amended by removing the reference to “Xxxxxxxx Refinery Refined Product Truck Rack” contained therein and replacing it with “Parco Refinery Refined Product Truck Rack”.
Amendments to Exhibit C. Sections 4.5 and 4.6 shall be deleted in their entirety and replaced with the following:
Amendments to Exhibit C a. The rows on Exhibit C of the Agreement relating to the Xxxxxxxx Crude Oil Pipelines and the Xxxxxxxx Refined Products Pipelines are hereby amended and restated in their entirety to read as set forth on Exhibit A of this Amendment.
b. Exhibit C of the Agreement is hereby amended to add the rows relating to the Xxxxxxxx Refined Product Storage Tanks set on Exhibit A of this Amendment.
Amendments to Exhibit C. Exhibit C to the Rights Agreement is hereby amended as follows:
(a) The second and third sentences of Exhibit C shall be removed and replaced with the following: Each Right entitles its holder, under the circumstances described below, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Serial Preferred Stock, without par value (“Preferred Stock”), of the Company at an exercise price of $200.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in the tax benefits preservation plan, dated as of December 4, 2020 (as amended as of January 21, 2021 and December 4, 2023 and as further amended from time to time in accordance with its terms, the “Tax Benefits Preservation Plan”), between the Company and Computershare Trust Company, N.A., as rights agent (and any successor rights agent, the “Rights Agent”).
(b) The paragraph captioned “Expiration Time” on page C-3 shall be removed and replaced with the following:
Amendments to Exhibit C. Exhibit C to the Rights Agreement is hereby amended by (a) deleting the reference to “15%” set forth therein and substituting therefor “20%”, (b) deleting the date “December 11, 2018” set forth in the third paragraph thereof and substituting therefor the date “May 18, 2013”, (c) inserting the parenthetical “(other than a Qualified Offer (as defined in the Rights Agreement))” immediately after the words “a tender or exchange offer” and (d) amending and restating the tenth paragraph thereof in its entirety as follows: “At any time until 10 days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the “Redemption Price”), payable, at the option of the Company, in cash, shares of Common Stock or such other consideration as the Board of Directors may determine. In addition, not earlier than 90 business days nor later than 120 business days after the Company receives a Qualified Offer, the holders of record of 10% of the shares of Common Stock shall be entitled to deliver a written notice to the Company requesting a special meeting of the shareholders of the Company to vote upon a resolution authorizing the redemption of all but not less than all of the then outstanding Rights at the Redemption Price. If either (i) the special meeting is not held on or prior to the 90th business day following receipt of the notice, or (ii) at the special meeting, the holders of a majority of the shares of Common Stock outstanding shall vote in favor of the redemption resolution, then all of the Rights shall be deemed redeemed at the Redemption Price. Immediately upon the effectiveness of the action of the Board of Directors ordering redemption of the Rights or the effectiveness of the redemption of the Rights pursuant to the Qualified Offer redemption provisions, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.”
Amendments to Exhibit C. (a) The second paragraph of Exhibit C is amended by deleting the words ", provided, however, that no deferral of a Distribution Date by the Board pursuant to the terms of the Rights Agreement described in this clause (ii) may be made at any time during the Special Period (as defined below)".
(b) The tenth paragraph of Exhibit C is hereby deleted in its entirety.
(c) The second sentence of the penultimate paragraph of Exhibit C is amended by deleting the words "during the Special Period or".
