Amendments to the Merger Agreement. The Merger Agreement is hereby amended as follows:
Amendments to the Merger Agreement. 1.1. Section 1.8(b) of the Merger Agreement is hereby amended and restated to read in its entirety as follows:
Amendments to the Merger Agreement. If, at any time, the Merger Agreement is amended, without the prior written consent of the Shareholder, (i) to reduce the Merger Consideration in any respect, or (ii) in a manner that is materially adverse to the Company or its shareholders, then the obligations of the Shareholder under Section 1(a) and 1(b) shall be null and void.
Amendments to the Merger Agreement. (a) Section 5.02 of the Merger Agreement is hereby amended by inserting the following as a new subsection (j) thereof: “Notwithstanding anything to the contrary contained in this Agreement, nothing contained in the Form S-4 (excluding, for purposes of this Section 5.02(j), any amendments or supplements thereto to the extent not approved by Parent) to be filed by Parent with the SEC substantially concurrently with the execution of this Amendment and Consent shall constitute a Company Adverse Recommendation Change for any purpose under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereof.”
(b) Section 5.02 of the Merger Agreement is hereby amended by inserting the following as a new subsection (k) thereof: “Notwithstanding anything to the contrary contained in this Agreement, the occurrence of any of the following events shall be deemed to be a Company Adverse Recommendation Change for all purposes under this Agreement, including with respect to Parent’s rights under Section 8.01(f) and Section 8.03(b)(i) thereof:
(i) Either of the Additional Financial Advisors shall have rendered an opinion containing any conclusion (A) that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is other than fair, from a financial point of view, to such holders (including, without limitation, any conclusion that the Merger Consideration is inadequate, grossly inadequate or any other similar conclusion) or (B) that is inconsistent in any respect with (1) the opinion, dated July 29, 2013, of Xxxxxx Xxxxxxx & Co. LLC to the Company Board or (2) the Company Recommendation (disregarding any customary qualifications and disclaimers set forth in the opinion rendered by such Additional Financial Advisor); or
(ii) Either of the Additional Financial Advisors shall have been requested by the Company Board to render an opinion as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Common Stock in the Merger and such Additional Financial Advisor was unable or unwilling to conclude that the Merger Consideration to be received by the holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holders.”
(c) Section 6.08 of the Merger Agreement is hereby amended by inserting the following as a new last sentence thereof: “Notwithstanding anything to the contrary contained in this Agreement, Parent...
Amendments to the Merger Agreement. As of the Effective Date, the Merger Agreement is hereby amended as follows:
a. Each of Section 1.5(c)(iii) and Section 1.5(d)(iii) of the Merger Agreement is hereby amended and replaced in their entirety with the following:
Amendments to the Merger Agreement. Section 1.1 Amendment to Section 2.1(a)(iii)
Amendments to the Merger Agreement. (a) The third recital to the Merger Agreement is hereby amended by replacing the words “each Parent ADS representing one Parent Ordinary Share” with “each Parent ADS representing a number of Parent Ordinary Shares equal to the ADS Ratio”.
(b) The first sentence of Section 2.1(c)(i) of the Merger Agreement is hereby amended and restated in its entirety as follows: “Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than the Excluded Shares) (collectively, the “Shares”) shall be converted into and become one (1) share of Initial Surviving Company Stock, and each such share of Initial Surviving Company Stock shall immediately thereafter be automatically exchanged for (A) the number of Parent ADSs equal to (1) the Exchange Ratio divided by (2) the ADS Ratio, duly and validly issued against the deposit of the requisite number of underlying Parent Ordinary Shares in accordance with the Deposit Agreement (the “Merger Consideration”) in accordance with Section 2.3(a), (B) cash in lieu of any fractional Parent ADSs to which such holder is entitled pursuant to Section 2.3(e) and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest (subject to any applicable withholding Tax).”
(c) The third sentence of Section 2.3(a) of the Merger Agreement is hereby amended by replacing the words “equal to the number of Parent ADSs issuable pursuant to Section 2.1(c)” with “equal to the product of (A) the number of Parent ADSs issuable pursuant to Section 2.1(c) and (B) the ADS Ratio”.
(d) Section 2.3(e) of the Merger Agreement is hereby amended by replacing the words “the Exchange Ratio” with “the Exchange Ratio divided by the ADS Ratio pursuant to Section 2.1(c)(i)”.
(e) Section 2.4(a) of the Merger Agreement is hereby amended and restated in its entirety as follows: “Each option that represents the right to acquire shares of Company Common Stock and that is outstanding immediately prior to the First Effective Time (whether or not then vested or exercisable) (each, an “Option”) shall at the First Effective Time be converted into an option (each, an “Assumed Option”) to purchase a number of Parent ADSs (or Parent Ordinary Shares, as determined by Parent acting reasonably) (rounded down to the nearest number of whole Parent ADSs or Parent Ordinary Shares, as the case may be) equal to the product of (i) the number of shares of Company Common Stock...
Amendments to the Merger Agreement. (a) The following defined terms in Section 1.1 of the Merger Agreement are hereby amended by inserting the bold, underlined text and deleting the strickenthrough text as follows:
Amendments to the Merger Agreement. (a) Section 4.03(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: “The authorized capital stock of the Company consists of (i) 200,000,000 Shares, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of June 19, 2008, (i) 74,352,843 Shares were issued and outstanding (not including Shares held in the treasury of the Company), all of which are duly authorized, validly issued, fully paid and non-assessable, (ii) 966,931 Shares were held in the treasury of the Company, (iii) no Shares are held by the Subsidiaries, (iv) 5,041,352 Shares were reserved for future issuance pursuant to outstanding Company Stock Options, Company Restricted Stock Awards, Company Performance Share Awards and other purchase rights (the “Company Stock Awards”) granted pursuant to the Company Stock Option Plan, (v) 288,983 shares were reserved for future issuance under the Company’s Supplemental Executive Retirement Plan and the Company’s Deferred Compensation Plan for Outside Directors, and (vi) no shares of Company Preferred Stock were issued and outstanding. Except as set forth in this Section 4.03, there are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company.”
(b) Section 8.01(e) of the Merger Agreement is hereby amended to delete the reference to clause (iv) of Schedule 8.01(e) contained therein.
(c) Clause (iv) of Schedule 8.01(e) is hereby amended and restated in its entirety to read as follows: “Intentionally omitted.”
Amendments to the Merger Agreement. The Merger Agreement is hereby amended as follows: Annex 6.03(a) of the Merger Agreement is hereby replaced in its entirety with Exhibit A attached hereto.
