Modification of Section 4. 4. Section 4.4 of the Indenture shall be amended as follows:
Modification of Section 4. 1. a. The language contained in the parentheticals appearing in the third and fourth lines of Section 4.1(a)(vii) of the Agreement hereby is amended and restated in its entirety as follows: (except for grants, in amounts consistent with past practice, made to employees prior to March 28, 1997, and except for new-hire grants, in amounts consistent with past practice, made to newly hired employees to whom offers of employment were made prior to March 28, 1997, as set forth in Section 4.1 of the Company Disclosure Schedule).
Modification of Section 4. 2. The second sentence of Section 4.2 hereby is amended and restated in its entirety to read as follows: Parent will, as promptly as practicable, but in all events not later than April 4, 1997, prepare and file with the SEC the S-4, containing a proxy statement/prospectus and form of proxy, for the registration under the Securities Act of the shares of Parent Common Stock issuable in the Merger.
Modification of Section 4. 3. a. The first sentence of Section 4.3(a) of the Agreement hereby is amended by deleting clause (ii) appearing in the proviso such that the proviso reads in its entirety as follows: ; provided, however, that nothing in this Agreement shall prohibit the Company Board from complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal.
Modification of Section 4. 12. The first paragraph of Section 4.12 of the Indenture is hereby amended so as to delete the words “which are Guarantors,” such that the first paragraph of Section 4.12 of the Indenture shall provide as follows (deletion added):
Modification of Section 4. The provisions of this Section 4 are for the benefit of the payees from time to time of Senior Indebtedness and, so long as any Senior Indebtedness remains unpaid, may not be modified, rescinded or canceled in whole or in part without the prior written consent thereto of all payees of Senior Indebtedness. (o)
Modification of Section 4. 8. Section 4.8 of the Agreement hereby is amended to add at the end thereof the following: Parent has entered into a cross-license agreement with Angeion Corporation ("Angeion") in the form of the cross-license agreement furnished on March 28, 1997 by counsel to Parent to counsel to the Company. FTC staff has informed Parent that this cross-license agreement eliminates the competitive concerns raised by the trans- action. Both Parent and the Company understand that the Commissioners of the FTC have the sole authority to close the investigation of the Merger.
Modification of Section 4. 8. Section 4.8 of the Agreement hereby is amended to add at the end thereof the following: Parent has committed to the investigative staff of the FTC and hereby agrees that it will extend an offer to Angeion Corporation ("Angeion") to enter into a cross-license agreement, in the form of the cross-license agreement furnished on March 28, 1997 by counsel to Parent to counsel to the Company. On the basis of this commitment by Parent, Parent has been informed by the investigative staff of the FTC that it has prepared and transmitted a memorandum closing its investigation of the Merger to the FTC Commissioners.
Modification of Section 4. 6.2. Section 4.6.2 of the Restated Merger Agreement is hereby amended and restated as follows:
Modification of Section 4. 3. Effective as of February 1, 2002, Section 4.3 of the M&S Agreement is hereby amended and restated in its entirety as follows:
