Recital C. Recital C of the Merger Agreement (as heretofore amended) --------- is hereby further amended to delete the reference to "Debtor's Second Amended Joint Plan of Reorganization" and replace such reference with a reference to "Debtors' Third Amended Joint Plan of Reorganization" and to delete the reference to "August 20, 1998" and replace such reference with a reference to "December 2, 1998". 2.
Recital C. Add a new Recital C as follows:
Recital C. A new Recital C of the Acquisition Agreement shall be revised to read, in its entirety, as follows:
Recital C. Upon the terms and subject to the conditions set forth herein, the Parties desire and intend to effect a business combination transaction pursuant to which (i) Purchaser Merger Sub will merge with and into Purchaser, with Purchaser continuing as the surviving entity (the “Purchaser Merger”), and with security holders of Purchaser receiving substantially equivalent securities of Pubco, and (ii) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Company Merger”, and together with the Purchaser Merger, the “Mergers”), and with security holders of the Company receiving shares of common stock of Pubco and holders of Company Options (as defined below) receiving Assumed Options (as defined below), and as a result of which Mergers, Purchaser and the Company will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company;
Recital C. The Parties agree to amend Recital C to the Shareholders Agreement to delete the words “(excluding in India)” from the second line.
Recital C. Recital C to the Merger Agreement is hereby amended and restated in its entirety as follows:
