Amendment of Section 5.1 of the Agreement Clause Samples

Amendment of Section 5.1 of the Agreement. Section 5.1 of the Agreement is hereby deleted in its entirety and replaced with the following section 5.1:
Amendment of Section 5.1 of the Agreement. As from the Amendment Effective Date, Section 5.1 of the Agreement shall read as follows:
Amendment of Section 5.1 of the Agreement. (a) The parties hereby agree that, from and after the date of this Amendment, the Seller shall have no further obligation to comply with the covenant set forth in the fourth sentence of Section 5.1(a) of the Agreement. (b) The fourth sentence of Section 5.1(b) of the Agreement is hereby deleted in its entirety and replaced with the following: “Subject to the last sentences of Section 5.1(c) and Section 5.1(d), respectively, the Proxy Statement/Prospectus shall contain the Buyer Recommendation and the Seller Recommendation.” (c) The Agreement is hereby amended by the addition of the following new Section 5.1(d) and new Section 5.1(e): (d) As promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act, Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Seller Stockholders Meeting”) in accordance with the DGCL and Seller’s Organizational Documents for the purpose of obtaining the Seller Stockholder Approval and shall, subject to the last sentence of this Section 5.1(d), communicate to the Stockholders the Seller Recommendation, and use commercially reasonable efforts to solicit from the Stockholders proxies in favor of, the adoption of this Agreement and approval

Related to Amendment of Section 5.1 of the Agreement

  • Amendment of Section 10 1. Section 10.1 of the Note Agreement is amended to read in its entirety as follows:

  • Amendment of Section 6 14. Section 6.14 of the Credit Agreement is amended to read as follows:

  • Amendment of Section 4 4. Pursuant to Section 9.2 of the Indenture, Section 4.4(b) of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendment of Section 7 2.10(f). Clause (iii) of Section 7.2.10(f) of the Credit Agreement is hereby amended and restated in its entirety to the following:

  • Amendment of Section 3 Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: Term. Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015. This Agreement shall be automatically renewed for successive additional Employment Terms of one (1) year each unless notice of termination is given in writing by either party to the other party at least thirty (30) days prior to the expiration of the initial Employment Term or any renewal Employment Term.