BY AND AMONGMerger Agreement • September 23rd, 2004 • Onyx Acceptance Corp • Personal credit institutions • Delaware
Each party hereto shall be entitled, without prejudice to the rights and remedies otherwise available to such party, to specific performance of all of the other party's obligations hereunder. This letter agreement shall be governed by and construed in...Shareholder Agreement • September 23rd, 2004 • Onyx Acceptance Corp • Personal credit institutions • Delaware
This letter is to confirm our agreement regarding all of the shares, $.01 par value per share ("Common Stock") of Onyx Acceptance Corporation, a Delaware corporation (the "Company"), beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by you and any other shares of Common Stock as to which you may hereafter acquire beneficial ownership (the "Shares"). In order to induce Capital One Auto Finance, Inc., a Texas corporation ("Parent"), to enter into an Agreement and Plan of Merger to be dated as of the date hereof by and among Parent, Foothill Services Corporation, a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and the Company (the "Merger Agreement"), you and Parent hereby agree as follows (capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement):
EXHIBIT 10.147.3 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment"), dated as of September 21, 2004, to the Rights Agreement (the "Rights Agreement"), dated as of July 8, 1997, between Onyx Acceptance Corporation, a Delaware corporation...Rights Agreement • September 23rd, 2004 • Onyx Acceptance Corp • Personal credit institutions
