Merger Agreement Amendment. The Borrower has delivered a true, -------------------------- accurate and complete copy of the Merger Agreement Amendment, together with all schedules and exhibits referred to therein.
Merger Agreement Amendment. The Fourth Amendment to the First Southwest Merger Agreement shall be in full force and effect on the Closing Date and shall not have been superseded or modified by subsequent amendments.
Merger Agreement Amendment. The Company has provided the Purchaser with a true, correct, complete and fully-executed copy of that certain Amendment No. 2 to the Merger Agreement, dated as of the date hereof, by and among the Parties.
Merger Agreement Amendment. Comcast, AT&T and Parent agree to cause the Merger Agreement to be amended such that, notwithstanding any other provision of this Agreement or of the Merger Agreement, in the event that the shares of Parent Voting Stock to be received by Microsoft (together with its Affiliates) by virtue of the AT&T Broadband Merger would, when combined with any other Parent capital stock received by Microsoft (together with its Affiliates) in the Comcast Merger, exceed 4.95% of Total Voting Power at the Effective Time (or, if any additional shares of Parent Voting Stock are delivered pursuant to Section 4.03 or 4.04 of the Merger Agreement, at the time of such delivery), in lieu of that number of such shares of Parent Voting Stock accounting for such excess Microsoft shall instead, by virtue of the AT&T Broadband Merger (or of such delivery of Parent Voting Stock pursuant to Section 4.03 or 4.04 of the Merger Agreement), receive an equivalent number of shares of Parent Class A Special Common Stock (such shares, the "SUBSTITUTION SHARES"). The provisions of such amendment that give effect to this Section 12.01 shall be subject to the consent of Microsoft, which consent shall not be unreasonably withheld.
Merger Agreement Amendment. MCC and SIC have entered into the Amended MCC Merger Agreement attached to the Stipulation as Appendix 1, and, concurrently with the execution of the Amended MCC Merger Agreement, MDLY, SIC and Merger Sub entered into the Amended MDLY Merger Agreement attached to the Stipulation as Appendix 2. Among other terms, the Amended MCC Merger Agreement provides that: ● During the period (the “Go-Shop Period”) beginning on the date of the Amended MCC Merger Agreement and continuing until 12:01 a.m. on the 65th day after the date of the Amended MCC Merger Agreement or, if earlier, the 60th day after the later of (x) the date of the Amended MCC Merger Agreement or (y) the date on which an independent investment banker selected by the MCC Special Committee is retained by the MCC Special Committee to solicit strategic alternatives for MCC (the “No-Shop Period Start Date”):
Merger Agreement Amendment. Notwithstanding anything to the contrary in the Merger Agreement, any Ancillary Agreement or any other agreement, if, prior to April 2, 2021, Requisite Stockholder Support has not been achieved then at the written request of Sponsor, the Parties agree, if such amendments or modifications are possible, to amend the Merger Agreement within 10 Business Days of delivery of such written request, making only those modifications as are necessary to adjust the mechanical steps by which the Merger will occur, in such fashion as the Parties, acting in good faith, agree will result in the Company Stockholders that have executed and delivered the Company Support Agreement on or prior to such date providing all consents and approvals from Company Stockholders necessary to approve the Merger Agreement, the Merger, and, to the extent required by Law, the Transactions (in each case, after giving effect to such amendments or modifications to the Merger Agreement) (including, but not limited to, modification to provide for a mandatory conversion of all Preferred Stock to Common Stock in connection with the consummation of the Merger); provided that any such amendment or modification shall result in each Stockholder receiving a number of Acquiror Common Stock equal to the amount of Acquiror Common Stock that such Company Stockholder would have received pursuant to the Merger Agreement in effect as of the time immediately prior to the effectiveness of such amendment.
Merger Agreement Amendment. Seller shall not agree to the amendment of the conditions to, or the termination of, the Merger Agreement, or the amendment of any other provisions of the Merger Agreement, in each case that would adversely affect, impair or delay the rights of Purchaser hereunder in any material respect.
Merger Agreement Amendment. Each of the Stockholders, the Company and Parent shall cooperate with the other parties hereto in good faith and use their respective reasonable best efforts to negotiate and, as promptly as practicable following the date hereof and in accordance with the terms hereof, enter into an amendment to this Agreement in connection with the amendment to the Merger Agreement contemplated by Section 5.17 thereof, providing for each Stockholder to tender the Subject Shares in the tender offer contemplated by such amendment to the Merger Agreement and to make other changes appropriate to reflect the change in structure in a manner reasonably satisfactory to each of the Stockholders, the Company and Parent.
Merger Agreement Amendment. Certain Defendants entered into the Merger Agreement Amendment, which included the following changes:
