of the Merger Agreement. Section 6.10 of the Merger Agreement is hereby amended and restated in its entirety as follows:
of the Merger Agreement. Section 6.14 of the Merger Agreement shall be deleted and replaced in its entirety with the following:
of the Merger Agreement. Section 5.3 of the Merger Agreement is hereby amended and restated to read, in its entirety, as follows:
of the Merger Agreement. Section 2.5(a) of the Merger Agreement is hereby amended by deleting Section 2.5(a) of the Merger Agreement and replacing it in its entirety with the following:
of the Merger Agreement. The Stockholder shall, and shall direct or cause its directors, officers, affiliates, employees, representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may be ongoing with respect to a Takeover Proposal.
of the Merger Agreement. The parties agree that Section 6.4(d) of the Merger Agreement shall be amended and restated in its entirety and replaced with the following:
of the Merger Agreement. The Stockholder may vote the Subject Securities on all other matters. This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder (including any transferee of any of the Subject Securities). This proxy shall terminate upon the Expiration Date.
of the Merger Agreement. The following new Section 1.11 is hereby inserted into the Merger Agreement:
of the Merger Agreement. This Addendum is dated as of the 22nd day of December, 1998. LKQ CORPORATION By: /s/Xxxxxx X. Xxxxxx /s/Xxxx X. Xxxxxxx --------------------------------------- --------------------------------- Name: Xxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and General Counsel ADDENDUM TO STOCKHOLDERS AND MERGER AGREEMENT
of the Merger Agreement. The first sentence of Section 1.3 of the Merger Agreement shall be deleted and replaced in its entirety with the following: “The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Cooley Godward Kronish LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m. (California time) on a date to be designated by Parent after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Sections 6 and 7 (other than the conditions set forth in Sections 6.6(b) and 7.5, which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions) (the date so designated by Parent, the “Designated Date”), or on such other date or at such other time or location as Parent and the Company may mutually designate in writing. The date designated by Parent as the Designated Date shall not be later than the earlier of (a) December 30, 2008, and (b) the later of December 22, 2008 and the date that is 10 business days after the satisfaction or waiver of the last to be satisfied or waived of such conditions. (In deciding whether to designate a date earlier than December 22, 2008 as the Designated Date, Parent may take into account, among other things, the respective cash balances of Parent and the Company and the length of time needed to prepare for the closing of the financing required to consummate the Merger.) Notwithstanding anything to the contrary contained in this Agreement, if there exists an uncured Financing Failure on the Designated Date and such Financing Failure impedes the ability of Parent or Merger Sub to obtain the Debt Financing and consummate the Merger on the Designated Date, then (without limiting any right the Company may have to terminate this Agreement pursuant to Section 8.1(h) or, if applicable under the circumstances, Section 8.1(b)): (i) the Closing shall be postponed until the second business day after the date on which such Financing Failure is cured; (ii) the obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement shall remain subject to the continued satisfaction or waiver, as of the time of the Closing, of each of the conditions set forth in Section 6; and (iii) the obligation of the Company to consummate the Merger and the other transactions contemplated by this Agreement shall remain subject to the continued satisfaction or waive...
