Common use of Amendments to Merger Agreement Clause in Contracts

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. 2.1 Section 1.01(d1.1(d) of the Merger Agreement is hereby amended by adding the following a new third sentence after the third sentenceto read as follows: “In addition, Sub notwithstanding anything in this Agreement to the contrary, (i) Purchaser 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 Expiration Date for one or more periods, in consecutive increments of up to five ten (510) 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 and (iii) if, at any Expiration Date, all of the Offer Conditions have been satisfied or, to the extent waivable in accordance with the terms hereof, have been waived by Sub Purchaser or Parent and (ii) Parent, but the Debt Financing (or, in the case Alternative Debt Financing alternative debt financing has been arranged obtained in accordance with Section 7.08(b5.13(d) for all the Debt Financing, such Alternative Debt Financingalternative debt financing) has not been received by Sub Purchaser or Parent and or would not be received by Purchaser or Parent in accordance with 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 terms thereof at the Offer Closing on or the terms Merger Closing, as applicable, and conditions set forth in the Debt Commitment Letter Acceptance Time has not occurred and neither Purchaser nor Parent has exercised the right to extend (or New Debt Commitment Letter for any Alternative Debt Financing)re-extend) the Offer in accordance with clause (i) above prior to such time as required by applicable Law, the Company shall have the right to require Purchaser to extend the Offer beyond the Expiration Date if the Proxy Statement Clearance Date has not occurred prior to such Expiration Date; provided, however, that, if, at any then-scheduled expiration date for the OfferExpiration Date, (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 Purchaser or Parent and (y) the Debt Financing (or, in the case Alternative Debt Financing alternative debt financing has been arranged obtained in accordance with Section 7.08(b5.13(d) for all the Debt Financing, such Alternative Debt Financingalternative debt financing) has been received by Sub Purchaser or Parent or lenders party to would be received by Purchaser or Parent in accordance with 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 terms thereof at the Offer Closing on or the terms and conditions set forth in the Debt Commitment Letter (Merger Closing, as applicable, Purchaser 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 clause (i) above and such extension shall be for a period of not less than five (5) Business Days; and provided, further, that in no event shall Purchaser be required to extend the Offer beyond the Outside Date or, if earlier, the date that is five (5) Business Days following the Proxy Statement Clearance Date.”