NOL Limitations. (a) The Term Sheet is hereby amended by adding the following sentence as a new paragraph at the end of the provisions set forth under “NOL Limitations”: “If the Put Options are exercised prior to June 27, 2008 under the circumstances referred to in clause (c)(ii) under “Conditions Precedent to Put Option Obligations” and, if upon such exercise, there is an “ownership change” for purposes of Section 382 of the Code, then the provisions set forth under “NOL Limitations” shall not apply and shall be of no further force and effect.” (b) Section 3.3 of each Put Option Agreement is hereby amended by adding the following subsection at the end thereof: (c) If the Put Option is exercised prior to June 27, 2008 under the circumstances referred to in the Term Sheet in clause (c)(ii) under “Conditions Precedent to Put Option Obligations” and, if upon such exercise, there is an “ownership change” for purposes of Section 382 of the Code, then the provisions of this Section 3.3 shall not apply and shall be of no further force and effect.”
Appears in 3 contracts
Sources: Equity Commitment Agreement (D. E. Shaw Laminar Portfolios, L.L.C.), Equity Commitment Agreement (Foamex International Inc), Equity Commitment Agreement (Foamex International Inc)