Amendment to Section 2 Sample Clauses

Amendment to Section 2. Section 2 of the Agreement is hereby amended to read in its entirety as follows:

Amendment to Section 2. 1(a). Section 2.1(a) of the Existing Credit Agreement is amended to read in its entirety as follows:

Amendment to Section 2. Section 2.8 is hereby amended by deleting Section 2.8(b) in its entirety and replacing it with the following in lieu thereof:

Amendment to Section 2. 08 of the Agreement. Section ------------------------------------------ 2.08(c)(i) of the Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 2. 1(c). Section 2.1(c) of the Existing Credit Agreement is hereby deleted in its entirety and replaced by the following:

Amendment to Section 2. 14. Section 2.14 is hereby amended as follows: (a) Section 2.14(a) is hereby amended by deleting the phrase “and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form” in the first sentence thereof, and by replacing clause (ii) of the first sentence thereof with the following text: “instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration.” (b) Section 2.14(b) is hereby deleted and replaced with the following text: “Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration.” (c) Section 2.14(c) is hereby amended by deleting the first two sentences thereof in their entirety, by replacing the phrase “the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued” with “the proper amount of cash shall be paid” in the third sentence thereof, and by replacing the phrase “withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof” with the phrase “withhold from the Merger Consideration” in the fourth sentence thereof. (d) Section 2.14(d) is hereby amended by replacing the second sentence thereof with the following: “If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration.” (e) Section 2.14(e) is hereby amended by deleting the first four sentences thereof and replacing them with the following: “Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, without any interest thereon.”

Amendment to Section 2. 16. Subsection 2.16(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to Section 2. 3. Section 2.3 is hereby deleted in its entirety and replaced as follows:

Amendment to Section 2. Section 2 of the Credit Agreement is hereby amended to add Section 2.28 thereto as follows: