Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by:
Amendment to Section 7 of the Agreement. The following provisions shall be added to the end of Section 7:
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by adding the words “and the confirmation of the Rating Agencies” immediately following the word “party” in the third line thereof.
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by adding the following language at the end thereof: “The Company and the ValueAct Group hereby agree that notwithstanding the foregoing, Axio Holdings LLC, a Delaware limited liability company (“Newco”) and an affiliate of the ValueAct Group, may enter into that certain Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the “Merger Agreement”) by and among the Company, Newco and Axio Acquisition Corp., a Delaware corporation, and all exhibits attached thereto, including the Voting Agreement, attached as Exhibit B thereto (the “Voting Agreement”), copies of which are attached hereto as Exhibit A, and to consummate the transactions contemplated thereby, in compliance with the terms and conditions set forth in the Merger Agreement and the Voting Agreement, as applicable.”
Amendment to Section 7 of the Agreement. The second sentence of Section 7 of the Agreement is hereby amended to add the language highlighted in italics below: "Except as specially contemplated by Section 3, ING-IM shall not maintain custody of Client funds or securities or otherwise act as custodian for the Account."
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is deleted in its entirety and is replaced with the following:
Amendment to Section 7 of the Agreement. Section 7.10 of the Agreement is hereby amended by deleting subparagraphs (b) and (c) of Section 7.10 in their entirety and restating each such subparagraph as follows: “(b) the aggregate amount of such Restricted Payment and the permitted Investments set forth in paragraph (j) of such definition shall not exceed (i) $350,000 in any calendar year other than the 2005 calendar year; and (ii) $500,000 in the 2005 calendar year; and (c) the Borrower’s Availability both before and after making such Restricted Payment is not less than (i) 2,000,000 if such Restricted Payment is made at any time other than in the 2005 calendar year; and (i) $1,850,000 if such Restricted Payment is made in the 2005 calendar year.”
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “The Company may waive your compliance with the non-competition covenant of Section 3(a)(ii) at its sole discretion: (1) if your employment is terminated for Cause; or (2) if you voluntary terminate your employment with the Company to accept employment with another company and such voluntary resignation by you is not for Good Reason and is not in connection with a Change of Control event (individually items (1) and (2) are referred to as a “Waiver Trigger Event”). Such a waiver must be made in writing duly executed by PAETEC Holding or any Subsidiary that employs you, must be made no later than thirty (30) days following the Waiver Trigger Event, and shall not in any way be deemed a waiver of the Company’s right to enforce any other requirements or provisions of this Agreement, including without limitation the obligations of Section 3(a)(i), (iii) and (iv). You acknowledge that, if the Company so waives the covenants set forth in Section 3(a)(ii) in accordance with the provisions of this Section 7, the Company shall not be obligated to pay you any of the consideration (including non-cash benefits) set forth in Section 5, notwithstanding any provision of this Agreement to the contrary, and you shall remain obligated to comply with all of the other non-waived provisions of this Agreement, including without limitation Sections 3(a)(i), (iii), and (iv). For the avoidance of doubt, the Company shall not have any other waiver rights with respect to the compensation due under this Agreement except for the waiver rights specifically set forth in this Section 7.”
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is hereby amended and replaced in its entirety by the following: “The ValueAct Group agrees that until the first year anniversary of this Agreement that it shall not sell or trade, whether directly or indirectly any securities of Acxiom, including without limitation, any derivative securities of Acxiom or related thereto, except with the prior written consent of the Executive Committee of the Acxiom Board. The ValueAct Group agrees that for so long as Xx. Xxxxx is a member of the Acxiom Board, the ValueAct Group will not acquire, whether directly or indirectly, any securities of Acxiom, including without limitation, any derivative securities of Acxiom or related thereto, except with the prior written consent of the Executive Committee of the Acxiom Board. In addition to the foregoing, the ValueAct Group and the Company agree that if at any time during the two year period following the date of the Agreement the ValueAct Group’s direct or indirect ownership of Acxiom securities represents 15% or more of the outstanding capital stock of Acxiom (excluding treasury shares), the Company, at its election, may require the ValueAct Group to sell into the public market, within 60 trading days and in compliance with applicable securities laws, that number of shares of Acxiom securities such that the ValueAct Group’s direct or indirect ownership of Acxiom securities represents less than 15% of the outstanding capital stock of Acxiom (excluding treasury shares) following such sale. In the event that the ValueAct Group’s direct or indirect ownership of Acxiom securities increases to 15% or more of the outstanding capital stock of Acxiom (excluding treasury shares) due to a stock repurchase of any kind by Acxiom, and if Acxiom elects to trigger the foregoing requirement, rather than be required to sell into the public market as described in the previous sentence, and subject to applicable securities laws, the ValueAct Group shall be permitted to sell its shares directly to Acxiom as part of such stock repurchase program.
Amendment to Section 7 of the Agreement. Section 7 of the Agreement is amended by deleting the current Section 7 of the Agreement and inserting in its place and stead, the following language:
