Amendments to Merger Agreement. The Merger Agreement is hereby amended as follows:
Amendments to Merger Agreement. Section 2.1 Amendment to Section 7.3(a). In order to amend Section 7.3(a) of the Merger Agreement to delete the reference to “or 7.1(d)(ii)”, Section 7.3(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Merger Agreement. (a) The Merger Agreement is hereby amended and restated by deleting Section 6.2(e) thereof in its entirety and inserting new Section 6.2(e) in lieu thereof as follows:
Amendments to Merger Agreement. 2.1 Section 3.3 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Merger Agreement. 2.1 Section 1.01(d) of the Merger Agreement is hereby amended by adding the following sentence after the third sentence: “In addition, Sub shall have the right in its sole discretion to extend (or re-extend) the Offer and expiration date beyond any then-scheduled expiration date of the Offer for one or more periods, in consecutive increments of up to five (5) Business Days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) to the extent (i) all of the Offer Conditions have been satisfied or, to the extent waivable in accordance with the terms hereof, have been waived by Sub or Parent and (ii) the Debt Financing (or, in the case Alternative Debt Financing has been arranged in accordance with Section 7.08(b) for all the Debt Financing, such Alternative Debt Financing) has not been received by Sub or Parent and the lenders party to the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing) have not confirmed to Parent and Sub that the Debt Financing (or any Alternative Debt Financing) in an amount sufficient to consummate the Offer and the Merger will be available at the Offer Closing on the terms and conditions set forth in the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing); provided, however, that, if, at any then-scheduled expiration date for the Offer, (x) all of the Offer Conditions have been satisfied or, to the extent waivable in accordance with the terms hereof, have been waived by Sub or Parent and (y) the Debt Financing (or, in the case Alternative Debt Financing has been arranged in accordance with Section 7.08(b) for all the Debt Financing, such Alternative Debt Financing) has been received by Sub or Parent or lenders party to the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing) have confirmed to Parent and Sub that the Debt Financing (or any Alternative Debt Financing) in an amount sufficient to consummate the Offer and the Merger will be available at the Offer Closing on the terms and conditions set forth in the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing), then Sub and Parent shall only have a one-time right to extend the Offer pursuant to this sentence and such extension shall be for a period of five (5) Business Days.”
Amendments to Merger Agreement. 1.1. Article II of the Merger Agreement is hereby amended to add a new Section 2.7 as follows
Amendments to Merger Agreement. Clauses (i) and (ii) of Section 1.5(a) of the Merger Agreement are hereby amended by deleting such clauses in their entirety and replacing them with the following: “(i) 0.4176 common shares (the “Exchange Ratio”) of Parent (the “Parent Common Shares”) and (ii) $27.20 in cash (the “Per Share Cash Consideration”) (the consideration described in clauses (i) and (ii), the “Merger Consideration”).”
Amendments to Merger Agreement. Section 2.1. Section 9.1(j) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:
Amendments to Merger Agreement. (a) Section 5.05(a)(ii)(B) of the Merger Agreement is hereby deleted in its entirety and replaced with the language set forth below: “a registration statement on Form S-1 (together with any amendments, supplements, prospectus or information statements thereto, the “Form S-1”) to register the Fountain Common Stock to be distributed in the Distribution,”
Amendments to Merger Agreement. 1.1 The following shall be added as a new final paragraph to Schedule 3.1(b) to the Merger Agreement, "Summary of
