Amendments to Original Agreement. The Original Agreement is hereby amended as follows:
(a) Section 2(a) of the Original Agreement shall be amended by striking such section in its entirety and inserting in lieu thereof the following:
Amendments to Original Agreement. The Original Agreement is hereby amended as follows:
(a) Article 1 is hereby amended to add the following definitions are added in the correct alphabetical location:
Amendments to Original Agreement. 2.1 Section 2(c) of the Original Agreement is deleted and replaced in its entirety with the following:
Amendments to Original Agreement. ADDITIONS ARE INDICATED BY UNDERLINING AND DELETIONS ARE INDICATED BY BRACKETS THROUGHOUT THIS AMENDMENT. All words and phrases defined in Article I of the Original Agreement shall have the same meaning in this Amendment, except as otherwise appears in this Article.
Amendments to Original Agreement. Subject to the terms and conditions hereof, the Original Agreement is amended as follows, effective as of the date of satisfaction of the conditions set forth in Section 4 (the "Effective Date"):
Amendments to Original Agreement. 2 Section 2.01. Amendment to Article III of the Original Agreement.....................................2 Section 2.02. Amendments to Article V of the Original Agreement......................................2 Section 2.03. Amendments to Article VI of the Original Agreement.....................................6 Section 2.04. Amendment to Section 8.1 of the Original Agreement.....................................7 Section 2.05. Amendments to Article IX of the Original Agreement.....................................7 Section 2.06. Amendments to Section 10.4 of the Original Agreement...................................8 ARTICLE III MISCELLANEOUS..........................................................................8
Amendments to Original Agreement. (a) The Original Agreement is hereby amended to add a Section 28, which shall read in full as follows:
Amendments to Original Agreement. (a) Section 1.3(a) of the Original Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following new language:
(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of twenty percent (20%) or more of the combined voting power of the Company’s then outstanding Voting Securities (provided, however, if such Person is Wynnefield Capital Inc. and/or its affiliates, the relevant percentage shall be equal to the sum of (i) 27% plus (ii) such additional percentage as may be caused by the issuance of the maximum amount of securities issuable pursuant to the convertible debentures and warrants that the Company may issue pursuant to that certain debenture purchase agreement dated as of June 1, 2011 between the Company and Wynnefield Capital, Inc. or its affiliates, and such percentage shall be referred to herein as the “WCI Percentage”); provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as defined below) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (2) the Company or any Subsidiary.
Amendments to Original Agreement. (a) Subsection (b) of Section 2.04 of the Original Agreement is hereby amended to replace the period at the end of such subsection with a semi-colon and to add the following proviso: “provided that the foregoing restrictions in this Section 2.04(b) shall not limit any of the Shareholders from participating in the 2015 Public Offering; and provided further that:
(i) if a Shareholder sold more than 25% but equal to or less than 50% of its Initial Ownership Common Shares in the 2015 Public Offering (including as a result of the exercise by the underwriters in the 2015 Public Offering of their option to purchase additional Common Shares), then the number of Initial Ownership Common Shares that such Shareholder shall be able to Transfer in the 12-month period beginning on the first anniversary of the Restriction Termination Date shall be reduced by the number of Common Shares so sold in excess of 25% of such Shareholder’s Initial Ownership Common Shares;
(ii) if a Shareholder sold more than 50% but equal to or less than 75% of its Initial Ownership Common Shares in the 2015 Public Offering (including as a result of the exercise by the underwriters in the 2015 Public Offering of their option to purchase additional Common Shares), then such Shareholder shall not Transfer any of its remaining Initial Ownership Common Shares during the 12-month period beginning on the first anniversary of the Restriction Termination Date and the number of Initial Ownership Common Shares that such Shareholder shall be able to Transfer in the 12-month period beginning on the second anniversary of the Restriction Termination Date shall be reduced by the number of Common Shares so sold in excess of 50% of such Shareholder’s Initial Ownership Common Shares; and
(iii) if a Shareholder sold more than 75% of its Initial Ownership Common Shares in the 2015 Public Offering (including pursuant to the exercise by the underwriters in the 2015 Public Offering of their option to purchase additional Common Shares), then such Shareholder shall not Transfer any of its remaining Initial Ownership Common Shares during the 12-month period beginning on the first anniversary of the Restriction Termination Date and during the 12-month period beginning on the second anniversary of the Restriction Termination Date and the number of Initial Ownership Common Shares that such Shareholder shall be able to Transfer in the 12-month period beginning on the third anniversary of the Restriction Termination Date shal...
Amendments to Original Agreement. (A) Section 1.4(a) of the Original Agreement shall be deleted in its entirety and the following substituted therefor:
(a) Outstanding Company Common Stock. Each share of common stock, par value $5.00 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held (i) in the Company's treasury ("Treasury Shares") or (ii) directly or indirectly by Parent or the Company or any of their respective wholly owned Subsidiaries (except for Fiduciary and DPC Shares (as defined in Section 1.4(d))) shall become and be converted into the right to receive $72.00 in cash to be paid, without interest thereon, as provided in Section 1.5(c) (the "Merger Consideration").
(B) Section 1.5(b) and Section 1.5(c) of the Original Agreement shall be deleted in their entirety and the following substituted therefor:
