Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows:
Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows:
2.1 The first sentence of Section 1.1(c) of the Merger Agreement shall be amended in its entirety to read as follows:
Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows:
2.1 Exhibit A-1 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-1 hereof.
2.2 Exhibit A-2 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-2 hereof.
2.3 Section 1.6(d) of the DIRECTV Disclosure Schedule is hereby amended and restated in its entirety to read as provided in Schedule 2.3 hereof.
2.4 Section 2.4 of the Liberty Disclosure Schedule is hereby amended and restated in its entirety to read as provided in Schedule 2.4 hereof.
2.5 Section 6.11(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "Liberty and Splitco agree not to consummate the Split-Off until the first to occur of (i) all of the conditions precedent set forth in Article VII of this Agreement, other than those conditions precedent set forth in Sections 7.1(b) and 7.2(j) and those conditions precedent that by their nature are to be satisfied at Closing, shall have been satisfied or, to the extent permitted under the terms hereof, waived and the parties hereto shall have confirmed that the Closing will occur subject only to the satisfaction of those conditions precedent set forth in Sections 7.1(b) and 7.2(j) and those conditions precedent that by their nature are to be satisfied at Closing and (ii) the termination of this Agreement."
2.6 Section 7.1(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "The DIRECTV Stockholder Approval shall have been obtained in accordance with applicable Law and the DIRECTV Charter Documents; provided, that this condition precedent may not be waived by DIRECTV;"
2.7 Section 9.1(b)(i) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "if the Transactions shall not have been consummated on or before the Walk-Away Date; provided, however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of either of the Mergers to occur on or before the Walk-Away Date and such action or failure to act constitutes a breach of this Agreement or any of the other Transaction Agreements;"
2.8 The defined term "Walk-Away Date" in Section 10.10 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows:
2.1. Section 5.4
Amendments to Merger Agreement. 2.1 Section 1.01(d) of the Merger Agreement is hereby amended by adding the following sentence after the third sentence: “In addition, Sub shall have the right in its sole discretion to extend (or re-extend) the Offer and expiration date beyond any then-scheduled expiration date of the Offer for one or more periods, in consecutive increments of up to five (5) Business Days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) to the extent (i) all of the Offer Conditions have been satisfied or, to the extent waivable in accordance with the terms hereof, have been waived by Sub or Parent and (ii) the Debt Financing (or, in the case Alternative Debt Financing has been arranged in accordance with Section 7.08(b) for all the Debt Financing, such Alternative Debt Financing) has not been received by Sub or Parent and the lenders party to the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing) have not confirmed to Parent and Sub that the Debt Financing (or any Alternative Debt Financing) in an amount sufficient to consummate the Offer and the Merger will be available at the Offer Closing on the terms and conditions set forth in the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing); provided, however, that, if, at any then-scheduled expiration date for the Offer, (x) all of the Offer Conditions have been satisfied or, to the extent waivable in accordance with the terms hereof, have been waived by Sub or Parent and (y) the Debt Financing (or, in the case Alternative Debt Financing has been arranged in accordance with Section 7.08(b) for all the Debt Financing, such Alternative Debt Financing) has been received by Sub or Parent or lenders party to the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing) have confirmed to Parent and Sub that the Debt Financing (or any Alternative Debt Financing) in an amount sufficient to consummate the Offer and the Merger will be available at the Offer Closing on the terms and conditions set forth in the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing), then Sub and Parent shall only have a one-time right to extend the Offer pursuant to this sentence and such extension shall be for a period of five (5) Business Days.”
2.2 Section 1.01(d) of the Merger Agreement is hereby furthe...
Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows:
2.1 Exhibit A-1 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-1 hereof.
2.2 Exhibit A-2 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-2 hereof.
2.3 Exhibit A-3 to the Merger Agreement is hereby amended and restated in its entirety to read as provided in Exhibit A-3 hereof.
2.4 Section 1.6(c) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "The directors of Holdings from and after the time immediately prior to the Xxxxxx Contribution shall be comprised of (i) Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx, or (x) if any of those individuals do not serve on the Board of Directors of Splitco immediately prior to the Xxxxxx Contribution or (y) if none of those individuals qualifies as an independent director of Holdings for Nasdaq purposes, replacement individuals designated by the Board of Directors of Splitco who are reasonably acceptable to Holdings (such three persons to serve as directors of Holdings, the "Splitco Designees"), (ii) seven individuals that serve on the Board of Directors of DIRECTV immediately prior to the Xxxxxx Contribution, as designated by the Board of Directors of DIRECTV, and (iii) to the extent appointed by the Board of Directors of DIRECTV prior to the Xxxxxx Contribution, the Additional Director. Each such director of Holdings will hold office in accordance with the certificate of incorporation and bylaws of Holdings until such director's successor is duly elected and qualified, or until such person's earlier death, resignation or removal. In connection with the classification of the Board of Directors of Holdings required pursuant to the certificate of incorporation of Holdings, such directors shall be apportioned among the classes of directors in accordance with the certificate of incorporation of Holdings; provided, that, the three Splitco Designees shall be placed in separate classes and the assignment to different classes of the Splitco Designees will be in accordance with a resolution of the Board of Directors of Splitco to be delivered to Holdings prior to the Merger Effective Time. The officers of DIRECTV immediately prior to the DIRECTV Effective Time shall be, from and after the DIRECTV Effective Time, the officers of Holdings."
2.5 Section 1.6 of the Merger Agreement is hereby amended to add a new subsection 1...
Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows:
(a) The definition of “Deposit Escrow Agreement” in Section 1.1(a) of the Merger Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:
Amendments to Merger Agreement a. Section 9.1(b)(ii) of the Merger Agreement is hereby amended and restated in its entirety as follows:
Amendments to Merger Agreement. A. Section 1(b) of the Merger Agreement is hereby amended by adding a new Section 1(b)(iii) at the end thereof as follows:
Amendments to Merger Agreement. 1.1 The Merger Agreement hereby is amended by deleting therefrom in its entirety Section 1.1 of the Second Amendment.
1.2 Section 10.1(d) of the Merger Agreement (as amended by Section 1.6 of the Second Amendment) hereby is amended by deleting the words "on or before March 4, 1996", and adding the words "on or before March 13, 1996" at the end of such section.
1.3 Section 6.7(b) of the Merger Agreement (as amended by Section 1.3 of the Second Amendment) hereby is amended by deleting clauses (x) and (y) therefrom in their entirety (but not deleting the proviso following such clauses), and substituting therefor the following: "(x) is less than $80,000,000, TFC shall pay to Shared Technologies an amount in cash equal to such difference or (y) is more than $80,000,000 Shared Technologies shall pay to TFC an amount in cash equal to such difference;".
