01(b) Clause Samples
01(b). Section 1.01(b) of the Merger Agreement is hereby amended by (a) deleting the definitions of “Company Merger Tax Opinion,” “Company RMT Tax Opinions,” “Company Separation Tax Opinion,” “Company Separation Tax Opinion Condition,” “Parent Merger Tax Opinion” and “Restructuring Commencement Date” in their entirety and (b) adding the following defined terms in the appropriate alphabetical order, together with their respective corresponding section references): “Aggregate Combined Printing and Mailing Cost”, “Aggregate Standalone Printing and Mailing Cost”, “GET Portion”, “GET Printing and Mailing Fees”, “GET Standalone Printing and Mailing Cost”, “Wabtec Portion”, “Wabtec Printing and Mailing Fees” and “Wabtec Standalone Printing and Mailing Cost”.
01(b). Section 9.01(b) of the Credit Agreement is hereby amended and restated in its entirety as reflected below:
01(b). Notwithstanding the filing of any Partial Foreclosure or the entry of a decree of sale therein, Mortgagee may elect, at any time prior to any Partial Foreclosure, to discontinue such Partial Foreclosure and the acceleration of the Obligations by reason of any Event of Default upon which such Partial Foreclosure was predicated, and to proceed with full foreclosure proceedings. Mortgagee may commence a Partial Foreclosure, from time to time, as to any part of the Obligations without exhausting the right of full foreclosure or Partial Foreclosure for any other part of the Obligations as to which such Partial Foreclosure shall not have occurred.
01(b). Section 1.01(b) of the Separation Agreement is hereby amended by adding the terms (a) “SpinCo Class A Preferred Stock” and “SpinCo Class B Preferred Stock” (and their corresponding section references) between the terms “SpinCo Claim” and “SpinCo Deficit Amount”, (b) “SpinCo Preferred Stock” (and its corresponding section reference) between the terms “SpinCo Independent Accounting Firm” and “SpinCo Proposed Statement” and (c) “Exchange Offer Window” (and its corresponding section reference) between the terms “Exchange Offer” and “Final Direct Sale Closing Cash”.
01(b). Section 2.01(b) of the Merger Agreement is hereby amended and restated in its entirety as follows:
01(b). If found to be unsat- isfactory a second time, they shall be laid off.
01(b). The Second Lien Cap is a limitation on the outstanding principal amount payable to the Lenders under the Second Lien Credit Agreement and is not a limit on any other amounts (including, but not limited to fees, indemnities, costs and expenses).
01(b). 5. Employer seniority whenever the movement occurs within the same Employer.
01(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.
01(b). 1. Work Unit or Workplace seniority whenever the movement occurs within such a Work Unit, and