Amendment of Section 4.3. Section 4.3 of the Agreement is amended and restated to read in full as follows:
Amendment of Section 4.3. Section 4.3. of the Agreement is amended to change the maintenance fee from (***) to (***) in one instance and from (***) to (***) in the other instance to read in its entirety as follows:
Amendment of Section 4.3. Section 4.3 of the Investment Agreement is hereby amended by adding the following at the end thereof as a new Section 4.3(g): “For the avoidance of doubt, Section 9(b) of the Certificate of Designation permits the Investor to designate one or more persons to the Board of Directors in certain circumstances and Section 9(c) of the Certificate of Designation provides for the creation and maintenance of an Administrative Committee of the Board of Directors, each of which, is in addition to the rights in this Section 4.3, and shall in no way be construed to diminish, or be duplicative of, the rights herein.”
Amendment of Section 4.3. Section 4.3 of the Merger Agreement is hereby amended in its entirety by replacing the existing text with the following text: “If any Acquisition Proposal or Acquisition Inquiry is made or submitted by any Person during the Pre-Closing Period, then the Company shall as promptly as practicable after receipt of such Acquisition Proposal or Acquisition Inquiry advise Parent of such Acquisition Proposal or Acquisition Inquiry (including the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the terms thereof, together with a copy of any written materials provided to the Company by such Person). The Company shall keep Parent informed with respect to: (i) the status of any such Acquisition Proposal or Acquisition Inquiry; and (ii) the status and terms of any modification or proposed modification thereto. Furthermore, the Company shall provide Parent with five business days prior notice (or such less prior notice as is provided to the members of the Company’s board of directors) of any meeting of the Company’s board of directors at which the board of directors of the Company is reasonably expected to consider any Acquisition Proposal or Acquisition Inquiry.”
Amendment of Section 4.3. Section 4.3 of the Stockholders’ Agreement shall be deleted in its entirety.
Amendment of Section 4.3. Section 4.3(a)(ii) is deleted in its entirety and replaced with the following new Section 4.3(a)(ii): “(ii) The Tranche C Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the First Amendment Effective Date.”.
Amendment of Section 4.3. Section 4.3 of the Original Agreement is hereby amended by replacing the words “commission” or “Commission” with the words “earn-out” or “Earn-Out”, as the case may be. At the end of Section 4.3, the following sentence is hereby added: “Managing Director shall also be eligible for a commission under any corporate-wide Sales Commission Program which may be adopted in the future by LCC in its discretion.”
Amendment of Section 4.3. The reference to July 1, 2010 in Section 4.3 of the Agreement (as amended by Amendment No. 4) is hereby changed to January 1, 2011.
Amendment of Section 4.3. Section 4.3 of the Agreement is hereby amended by deleting existing Section 4.3 in its entirety and replacing it with the following:
Amendment of Section 4.3. The Agreement is hereby amended by deleting Section 4.3 thereof in its entirety. *Confidential Treatment Requested. Omitted portions filed with the Commission.
