Common use of Amendments to Merger Agreement Clause in Contracts

Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows: 2.1 Exhibit A-1 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-1 hereof. 2.2 Exhibit A-2 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-2 hereof. 2.3 Exhibit A-3 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-3 hereof. 2.4 Section 1.6(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "The directors of Holdings from and after the time immediately prior to the Xxxxxx Contribution shall be comprised of (i) Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx, or (x) if any of those individuals do not serve on the Board of Directors of Splitco immediately prior to the Xxxxxx Contribution or (y) if none of those individuals qualifies as an independent director of Holdings for Nasdaq purposes, replacement individuals designated by the Board of Directors of Splitco who are reasonably acceptable to Holdings (such three persons to serve as directors of Holdings, the "Splitco Designees"), (ii) seven individuals that serve on the Board of Directors of DIRECTV immediately prior to the Xxxxxx Contribution, as designated by the Board of Directors of DIRECTV, and (iii) to the extent appointed by the Board of Directors of DIRECTV prior to the Xxxxxx Contribution, the Additional Director. Each such director of Holdings will hold office in accordance with the certificate of incorporation and bylaws of Holdings until such director's successor is duly elected and qualified, or until such person's earlier death, resignation or removal. In connection with the classification of the Board of Directors of Holdings required pursuant to the certificate of incorporation of Holdings, such directors shall be apportioned among the classes of directors in accordance with the certificate of incorporation of Holdings; provided, that, the three Splitco Designees shall be placed in separate classes and the assignment to different classes of the Splitco Designees will be in accordance with a resolution of the Board of Directors of Splitco to be delivered to Holdings prior to the Merger Effective Time. The officers of DIRECTV immediately prior to the DIRECTV Effective Time shall be, from and after the DIRECTV Effective Time, the officers of Holdings." 2.5 Section 1.6 of the Merger Agreement is hereby amended to add a new subsection 1.6(e) thereto:

Amendments to Merger Agreement. The Merger Agreement is hereby shall be amended as follows: 2.1 Exhibit A-1 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-1 hereof. 2.2 Exhibit A-2 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-2 hereof. 2.3 Exhibit A-3 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-3 hereof. 2.4 (a) Section 1.6(c1.05(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "The directors : (a) At the Reincorporation Effective Time, by virtue of Holdings from the Reincorporation Merger and after without any action on the time part of the Company, Company Virginia Sub or any holder of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), (i) each share of Company Common Stock (including restricted shares of Company Common Stock (the “Company Restricted Stock”)) issued and outstanding immediately prior to the Xxxxxx Contribution shall be comprised Reincorporation Effective Time (other than shares held in the treasury of (i) Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx, or (x) if any of those individuals do not serve on the Board of Directors of Splitco Company immediately prior to the Xxxxxx Contribution or Reincorporation Effective Time and Dissenting Shares) shall be converted into one share of common stock, par value $0.01 per share, of Company Virginia Sub (y) if none of those individuals qualifies as an independent director of Holdings for Nasdaq purposes, replacement individuals designated by the Board of Directors of Splitco who are reasonably acceptable to Holdings (such three persons to serve as directors of Holdings, the "Splitco Designees"“Company Virginia Sub Common Stock”), (ii) seven individuals that serve on each share of Company Common Stock held in the Board treasury of Directors of DIRECTV the Company immediately prior to the Xxxxxx Contribution, as designated by the Board of Directors of DIRECTV, Reincorporation Effective Time shall be canceled and (iii) to the extent appointed by the Board each share of Directors of DIRECTV prior to the Xxxxxx Contribution, the Additional Director. Each such director of Holdings will hold office in accordance with the certificate of incorporation Company Virginia Sub Common Stock issued and bylaws of Holdings until such director's successor is duly elected and qualified, or until such person's earlier death, resignation or removal. In connection with the classification of the Board of Directors of Holdings required pursuant to the certificate of incorporation of Holdings, such directors shall be apportioned among the classes of directors in accordance with the certificate of incorporation of Holdings; provided, that, the three Splitco Designees shall be placed in separate classes and the assignment to different classes of the Splitco Designees will be in accordance with a resolution of the Board of Directors of Splitco to be delivered to Holdings prior to the Merger Effective Time. The officers of DIRECTV outstanding immediately prior to the DIRECTV Reincorporation Effective Time shall be, from and after the DIRECTV Effective Time, the officers of Holdingsbe canceled." 2.5 (b) Section 1.6 1.05 of the Merger Agreement is hereby amended by inserting the following provision as Section 1.05(c) of the Merger Agreement: (c) Any provision of this Agreement to add the contrary notwithstanding, shares of Company Common Stock issued and outstanding immediately prior to the Reincorporation Effective Time that are held by record holders of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL (the ‘‘Dissenting Shares’’) shall not be converted into shares of Company Virginia Sub Common Stock, but instead holders of such Dissenting Shares shall be entitled to such rights (and only such rights) as are granted by the provisions of Section 262 of the DGCL unless and until any such holder fails to perfect or effectively withdraws, waives or loses its rights to appraisal under the DGCL or a new subsection 1.6(ecourt of competent jurisdiction determines that such holder is not entitled to the relief provided by the provisions of Section 262 of the DGCL. If any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares as to which appraisal rights have been withdrawn or lost (“Unperfected Shares”) shall thereupon be treated as if they had been converted into shares of Company Virginia Sub Common Stock as provided for in Section 1.05(a) at the Reincorporation Effective Time, so that the holder of such Unperfected Shares shall have the right to receive such shares, or, following the Effective Time, the consideration into which such shares of Company Virginia Sub Common Stock are to be converted pursuant to Section 3.01(c)(i). At the Reincorporation Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto:, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal. The Company shall keep Parent reasonably informed on a reasonably current basis of all material developments relating to or in connection with any notices or demands of appraisal, and shall reasonably consult with Parent concerning strategy relating to such notices. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as otherwise required by an Order, make or agree to make any payment with respect to any demands for appraisal or settle, or offer to agree to settle, any such demands or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows: 2.1 Exhibit A-1 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-1 hereof. 2.2 Exhibit A-2 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-2 hereof. 2.3 Exhibit A-3 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-3 hereof. 2.4 Section 1.6(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "“The directors of Holdings from and after the time immediately prior to the Xxxxxx Contribution shall be comprised of (i) Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx, or (x) if any of those individuals do not serve on the Board of Directors of Splitco immediately prior to the Xxxxxx Contribution or (y) if none of those individuals qualifies as an independent director of Holdings for Nasdaq purposes, replacement individuals designated by the Board of Directors of Splitco who are reasonably acceptable to Holdings (such three persons to serve as directors of Holdings, the "“Splitco Designees"”), (ii) seven individuals that serve on the Board of Directors of DIRECTV immediately prior to the Xxxxxx Contribution, as designated by the Board of Directors of DIRECTV, and (iii) to the extent appointed by the Board of Directors of DIRECTV prior to the Xxxxxx Contribution, the Additional Director. Each such director of Holdings will hold office in accordance with the certificate of incorporation and bylaws of Holdings until such director's ’s successor is duly elected and qualified, or until such person's ’s earlier death, resignation or removal. In connection with the classification of the Board of Directors of Holdings required pursuant to the certificate of incorporation of Holdings, such directors shall be apportioned among the classes of directors in accordance with the certificate of incorporation of Holdings; provided, that, the three Splitco Designees shall be placed in separate classes and the assignment to different classes of the Splitco Designees will be in accordance with a resolution of the Board of Directors of Splitco to be delivered to Holdings prior to the Merger Effective Time. The officers of DIRECTV immediately prior to the DIRECTV Effective Time shall be, from and after the DIRECTV Effective Time, the officers of Holdings."” 2.5 Section 1.6 of the Merger Agreement is hereby amended to add a new subsection 1.6(e) thereto: