Amendment to Section 4.5. 3. Section 4.5.3 of the Original Agreement is hereby amended and restated in its entirety to read as follows:
Amendment to Section 4.5. The definition of “Marketing Fee” in Section 45 is hereby amended to read as follows:
Amendment to Section 4.5. Section 4.5 of the Agreement is hereby amended and restated in its entirety to read as follows: "Except as set forth in Section 4.5 of the Parent Disclosure Schedule, none of the execution, delivery or performance of this Agreement by each of Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated by this Agreement, or Parent's or Merger Sub's compliance with any of the provisions of this Agreement will require (with or without notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any Governmental Entity or any other person, other than (A) the filing and recordation of the Certificate of Merger as required by the DGCL, (B) filings required under, and compliance with any applicable requirements of, the HSR Act and other applicable foreign or supranational antitrust and competition laws set forth in Section 3.5 of the Company Disclosure Schedule, (C) compliance with the applicable requirements of the Exchange Act, (D) compliance with the applicable requirements of the Securities Act, (E) compliance with any applicable foreign or state securities or Blue Sky Laws, (F) filings with the SEC as may be required by Parent in connection with this Agreement and the transactions contemplated hereby, (G) such filings as may be required under the rules and regulations of NASDAQ, and (H) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or notifications to any Governmental Entity or any other person, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect."
Amendment to Section 4.5. (a) Section 4.5(a) of the Agreement is hereby amended by deleting the phrase “and (iv) approval by Mapleby Holdco in its capacity as sole stockholder of OfficeMax with respect to the LLC conversion” and inserting the word “and” between clauses (ii) and (iii) of Section 4.5(a) of the Agreement.
Amendment to Section 4.5. Section 4.5 of the Employment Agreement is hereby amended and restated as follows: The Executive’s employment pursuant to this Agreement may be terminated by the Company upon thirty (30) days’ prior written notice without Cause by delivery of a Notice of Termination to the Executive. In the event that the Executive’s employment is terminated pursuant to this Section 4.5 during the Term, the Executive shall be entitled to receive: (i) Base Salary to be provided to the Executive under this Agreement through the second anniversary of the Date of Termination, payable in a lump sum within sixty (60) days following the Executive’s Date of Termination; (ii) an amount equal to two (2) times the Executive’s target cash bonus opportunity for such year multiplied by the average of the bonus percentage applied to other executive officers’ target cash bonuses for the prior three (3) fiscal years pursuant to any cash bonus plan maintained by the Company in respect of the fiscal years preceding the Date of Termination, payable in a lump sum within sixty (60) days following the Executive’s Date of Termination; (iii) in lieu of any benefits continuation following Termination, the Company shall pay a lump sum payment, in cash, equal to the estimated cost of procuring for the Executive and his dependents life, disability, accident and health insurance benefits for a period of two (2) years following the Date of Termination, payable in a lump sum within sixty (60) days following the Executive’s Date of Termination; and (iv) any other unpaid benefits to which the Executive is otherwise entitled under any other plan, policy or program of the Company applicable to the Executive as of the Date of Termination, in accordance with the terms of such plan, policy or program. In addition, subject to the last sentence of this Section 4.5, the vesting of all then outstanding options to acquire stock of the Company and all then outstanding restricted shares of stock and restricted stock units of the Company held by the Executive and scheduled to vest during the twelve (12)‑month period following the Date of Termination shall be accelerated, and any such options shall remain exercisable until the earlier of (x) the second (2nd) anniversary of the Date of Termination and (y) the otherwise applicable normal expiration date of such option (these rights together with the payments and benefits enumerated in subsections (i) through (iv) of the preceding sentence shall be referred to as the “Seve...
Amendment to Section 4.5. Section 4.5 of the Credit Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:
Amendment to Section 4.5. Section 4.5 of the Security Agreement is hereby amended as of the Second Amendment Effective Date by amending and restating such section in its entirety as follows:
Amendment to Section 4.5. Section 45 is deleted in its entirety and replaced with the following:
Amendment to Section 4.5. Section 4.5 of the Credit Agreement is hereby amended to delete the phrase “and in favor of the holders of the Senior Notes as contemplated by Section 6.14”.
Amendment to Section 4.5. Section 4.5 of the Credit Agreement is hereby amended by deleting clause (b) in its entirety and substituting in lieu thereof the following new clause (b):
