Addition of Section 35 Sample Clauses

Addition of Section 35. The Rights Agreement is hereby further modified and amended by adding a new Section 35 to the end thereof to read in its entirety as follows:
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Addition of Section 35. The Rights Agreement is hereby further modified, supplemented and amended by adding the following new Section 35: “SECTION 35. MERGER WITH ENT ACQUISITION CORP. The Company, Gores ENT Holdings, Inc., a Delaware corporation (“Gores ENT Holdings”), and ENT Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Gores ENT Holdings, have entered into an Agreement and Plan of Merger, dated on or about November 11, 2005, (as it may be amended from time to time, the “Merger Agreement”) pursuant to which Company agrees, among other things, to merge with ENT Acquisition Corp., with the Company being the surviving entity and a wholly owned subsidiary of Gores ENT Holdings following the consummation of the merger, according to the terms and conditions set forth in the Merger Agreement (the “Merger”). Notwithstanding anything in this Agreement to the contrary, if the Merger Agreement shall be terminated for any reason, then all of the amendments to this Agreement effected by Amendment No. 1 shall be deemed repealed and deleted without any further action on the part of the Company or the Rights Agent.”
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Addition of Section 35. A new Section 35 is added to read in its entirety as follows:
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Addition of Section 35. A new Section 35 is hereby added reading in its entirety as follows: “Notwithstanding any provision of this Agreement to the contrary, no holder of Rights shall be entitled to exercise such Rights under or be entitled to any rights pursuant to this Agreement by virtue of the execution or delivery of the Merger Agreement or the execution or delivery of the Voting Agreement by any of the parties or the consummation of the actions or transactions contemplated thereby or effected in connection therewith.”
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Addition of Section 35. A new Section 35 is hereby added to the end of the Agreement, which new Section 35 shall read in its entirety as follows:
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Addition of Section 35. Section 35 shall be added to the Rights Agreement, and shall read as follows:
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Addition of Section 35. The following language is added as Section 35 of the Agreement:
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Related to Addition of Section 35

  • Amendment of Section 8 13(a). Section 8.13(a) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Application of Section 409A It is intended that all of the severance payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Executive’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. If the Company determines that the severance benefits provided under this Agreement constitutes “deferred compensation” under Section 409A and if Executive is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Executive’s Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one day after Executive’s Separation from Service, and (b) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Executive a lump sum amount equal to the sum of the severance benefits that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the severance benefits had not been delayed pursuant to this Section 6.8 and (ii) commence paying the balance of the severance benefits in accordance with the applicable payment schedule set forth in Section 6. No interest shall be due on any amounts deferred pursuant to this Section 6.8. To the extent that any Severance Benefits are deferred compensation under Section 409A of the Code, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the Release spans two calendar years, the payment of any such Severance Benefit will not be made or begin until the later calendar year.

  • Amendment of Section 10 1. Section 10.1 of the Note Agreement is amended to read in its entirety as follows:

  • Amendment of Section 6 14. Section 6.14 of the Credit Agreement is amended to read as follows:

  • Amendment of Section 9 03. In respect of the 2018 Notes only, the provisions of Section 9.03 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”. Such provisions shall be deemed not to have been deleted in respect of the 2021 Notes.

  • Amendment of Section 9.2. Section 9.2 of the Credit Agreement is hereby amended to read in its entirety as follows:

  • Amendment of Section 4 6. Pursuant to Section 9.2 of the Indenture, Section 4.6(a) of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendment of Section 3 Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: Term. Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015. This Agreement shall be automatically renewed for successive additional Employment Terms of one (1) year each unless notice of termination is given in writing by either party to the other party at least thirty (30) days prior to the expiration of the initial Employment Term or any renewal Employment Term.

  • Amendment of Section 7 1.11. Section 7.1.11 of the Credit Agreement is hereby amended and restated in its entirety to the following:

  • Amendment of Section 1.1 Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate locations according to alphabetical order, or by amending and restating existing definitions to read as indicated, as applicable:

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