Amendments to Stockholders Agreement. The Stockholders Agreement is hereby amended as follows:
(a) A new Section 1(aaaa) shall be added as follows: “‘Pacira Director’ shall have the meaning set forth in Section 2.2(b)(iii).”
(b) Section 1.1(uu) shall be amended to replace “Section 2.2(b)(ii)” with Section 2.2(b)(ii)
(c) Section 1.1(ppp) shall be amended to replace “Section 2.2(b)(ii)” with “Section 2.2(b)(iii).”
(d) A new Section 1(cccc) shall be added as follows: “‘Standstill Period’ shall have the meaning set forth in Section 3.8.”
(e) Section 2.2(b) shall be amended and restated in its entirety as follows:
Amendments to Stockholders Agreement a. Effective as of the date hereof, the parties agree that subparagraph (i) of Section 2.1 of the Stockholders Agreement is amended and restated to read as follows: “In any matter submitted to a vote of shareholders not subject to Section 2.1(g) or 2.1(h), the Investor may vote any or all of its Voting Securities in its sole discretion, subject to applicable Law.”
b. Effective upon the completion of the Broadband Spin-Off (and subject to the consummation of the Broadband Spin-Off), Section 6.5 of the Stockholders Agreement is hereby amended and restated as follows:
Amendments to Stockholders Agreement. The Stockholders Agreement is hereby amended to add the following Section 2.3:
Amendments to Stockholders Agreement. The Stockholders Agreement is ------------------------------------ hereby amended as of date hereof to amend and revise Section 6.1(a) to read in its entirety as follows:
Amendments to Stockholders Agreement. The Stockholders' Agreement is hereby amended as follows:
(a) The heading to Section 5 and the entirety of Sections 5(a) and (b) are hereby replaced with the following:
Amendments to Stockholders Agreement. (a) All references to "Stockholder" or Stockholders" in the Stockholders' Agreement shall be deemed to include Nitzberg, and the respectxxx xxxxnitions of those terms are each hereby amended to include Nitzberg.
(b) Xxxxxxle A to the Stockholders' Agreement is hereby amended to add the name and address of Nitzberg as follows: Mark Nitzberg 00 Xxxx Xxxx West Xxxxx Xxxxx, Xxx Xxxxxx 00000
(x) Xxxxxxxg shall be a member xx xxx Robert Chestnov Stockholxxx Xxxxx xxx, xn that regard, Schedule B to the Stockholders' Agreement is hereby amended to add the name "Mark Nitzberg" to the exx xx xxx xage captioned "ROBERT CHESTNOV STOCKHOLDXX XXXXX".
Amendments to Stockholders Agreement. (a) Section 2(a). Section 2(a) of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following: “Election of Directors. From and after the date hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, required to include on the Board of Directors of the Company (the “Board”) at all times throughout the term of this Agreement, for so long as the Initial Apollo Stockholder, any Affiliate thereof and the Goodman Investors, collectively, hold at least 50% of the outstanding Common Stock of the Company:
(A) one representative designated by a majority in interest of the Goodman Investors (the “Goodman Director”); and
(B) such other directors as may be designated by the Apollo Representative. As of the date hereof, the Goodman Director shall be Xxxx X. Xxxxxxx.
(b) Section 3(c)(i). Section 3(c)(i) of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following: Limitations on Transfer. No Transfer of Shares will be made or permitted by any Goodman Investor (other than (i) to a Permitted Transferee or (ii) pursuant to a Public Offering or a Rule 144 Sale) unless such Goodman Investor desiring to make the Transfer (hereinafter referred to as the “Transferor”) shall have first made the offers to sell to the Company and then to the Apollo Representative as contemplated by this Section 3(c), and such offers shall not have been accepted.
(c) Section 3(e)(iv). Section 3(e)(iv) of the Stockholders Agreement is hereby deleted and replaced in its entirety with the following:
Amendments to Stockholders Agreement. B.1 The definitions of "Majority Investors" and "Warrants" in paragraph A of the Stockholders Agreement as hereby amended in their entirety to read as follows:
Amendments to Stockholders Agreement. The Stockholders Agreement shall remain in full force and effect, as hereby amended effective as of the Effective Date. The Stockholders Agreement is hereby amended as follows:
Amendments to Stockholders Agreement. NCI, Oracle and the Stockholders hereby agree that the Stockholders Agreement is hereby amended as follows:
(a) The term "STOCKHOLDERS" as used in the Stockholders Agreement is hereby amended to include Mallard. By executing this Agreement, Mallard agrees to be bound by the Stockholders Agreement, as amended hereby.
