Amendments to Original Agreement. (A) Section 1.4(a) of the Original Agreement shall be deleted in its entirety and the following substituted therefor: (a) Outstanding Company Common Stock. Each share of common stock, par value $5.00 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held (i) in the Company's treasury ("Treasury Shares") or (ii) directly or indirectly by Parent or the Company or any of their respective wholly owned Subsidiaries (except for Fiduciary and DPC Shares (as defined in Section 1.4(d))) shall become and be converted into the right to receive $72.00 in cash to be paid, without interest thereon, as provided in Section 1.5(c) (the "Merger Consideration"). (B) Section 1.5(b) and Section 1.5(c) of the Original Agreement shall be deleted in their entirety and the following substituted therefor:
Appears in 2 contracts
Samples: Transaction Agreement and Plan of Merger (Republic New York Corp), Transaction Agreement and Plan of Merger (HSBC Holdings PLC)
