of the Merger Agreement. Section 7.3 of the Merger Agreement shall be deleted and replaced in its entirety with the following:
of the Merger Agreement. Section 1.3 of the Merger Agreement is hereby amended and restated in its entirety as follows:
of the Merger Agreement. Section 5.17 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. Section 10.1(f) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
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(c) 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. This Addendum is dated as of the 22nd day of December, 1998. LKQ CORPORATION By: /s/Xxxxxx X. Xxxxxx /s/Xxxxxxx X. Xxxxxxxx --------------------------------------- --------------------------------- Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and General Counsel ADDENDUM TO STOCKHOLDERS AND MERGER AGREEMENT
of the Merger Agreement. In the event Omega wishes to exercise the Company Option, Omega shall deliver to Company a written notice (an "Exercise Notice") specifying the total number of Company Shares it wishes to purchase; PROVIDED that, if prior notification to or approval of the Department of Justice, the Federal Trade Commission and/or any other regulatory or antitrust agency is required in connection with such purchase, Omega shall promptly file the required notice or application for approval, shall promptly notify Company of such filing, and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. Each closing of a purchase of Company Shares (an "Option Closing") shall occur at a place, on a date and at a time designated by Omega in an Exercise Notice delivered at least two business days prior to the date of the Option Closing. The Company Option shall terminate upon (unless exercised pursuant to the terms hereof prior to) the earlier of: (i) the Effective Time; (ii) the termination of the Merger Agreement pursuant to Section 8.1 thereof (other than a termination pursuant to Section 8.1(e) or Section 8.1(g) thereof or resulting from fraud or the wilful breach or failure to perform of Company of any of its representations, warranties or covenants set forth in the Merger Agreement or this Agreement (a "Wilful Breach")); (iii) one-hundred eighty (180) days following any termination of the Merger Agreement pursuant to Section 8.1(e) or Section 8.1(g) thereof or resulting from a Wilful Breach (or if, at the expiration of such one-hundred eighty (180) day period, the Company Option cannot be exercised by reason of any applicable judgment, decree, order, law or regulation, 10 business days after such impediment to exercise shall have been removed or shall have become final and not subject to appeal).
