Recital A. The second sentence of Recital A to the Agreement hereby is amended by deleting therefrom: "and all shares of Preferred Stock and Common Stock hereafter acquired by Executive".
Recital A. Recital A of the Loan Agreement is amended in its entirety and replaced with the following:
Recital A is hereby deleted in its entirety and replaced with the following:
Recital A. The phrase “Three Million Dollars ($3,000,000)” in Recital A of the Securities Purchase Agreement is hereby deleted and replaced with “Four Million Dollars ($4,000,000)”.
Recital A. Recital A of the Purchase Agreement (appearing on page 1) is hereby deleted in its entirety and replaced with the following new Recital A:
Recital A. EXHIBIT A NOTICE TO THE INTERNAL REVENUE SERVICE This notice is being provided by Onyx Software Corporation, a Washington corporation (the "Company"), pursuant to the requirements of Treasury Regulation Section 1.897-2(H)(2). The Company is located at 0000 000xx Xxxxxx XX, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000. The Company's Taxpayer Identification Number is 00-0000000. The attached Notice of Non-U.S. Real Property Holding Corporation Status was not requested by a foreign interest holder. Rather, it was requested by M2M Holdings, Inc., a Delaware corporation ("Parent"), the transferee of capital stock of the Company. Parent is located at 00 Xxxxxxxx Xxxxxx, Suite 200, Wellesley, MA 02481. Parent's Taxpayer Identification Number is ____________. The interests in question (shares of the Company stock to be received by Parent pursuant to an Agreement and Plan of Merger) are not U.S. Real Property Interests. Under penalties of perjury, I declare that I have examined this notice and the attachment hereto and to the best of my knowledge and belief they are true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Company. ONYX SOFTWARE CORPORATION Dated: ________________, 2006 By ------------------------------------- Chief Executive Officer NOTICE OF NON-U.S. REAL PROPERTY HOLDING CORPORATION STATUS PURSUANT TO TREASURY REGULATION SECTION 1.897-2(H) AND CERTIFICATION OF NON-FOREIGN STATUS Pursuant to an Agreement and Plan of Merger, dated as of June 5, 2006, among M2M Holdings, Inc., a Delaware corporation ("Parent"), Orion Acquisition Corporation, a Washington corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Onyx Software Corporation, a Washington corporation (the "Company"), Merger Sub shall be merged with and into the Company, and the Company will become a wholly owned subsidiary of Parent. In completing that merger, Parent will receive shares of the Company's capital stock in exchange for the merger consideration provided for in the Agreement and Plan of Merger. Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a U.S. Real Property Interest must withhold tax if the transferor is not a U.S. person. In order to confirm that Parent, as transferee, is not required to withhold tax upon the receipt of the capital stock of the Company in exchange for the merger consideration, the undersigned, in his capacity as Chief Executive Officer of ...
Recital A. Delete “8997900 Canada Inc., a corporation continued under the laws of Canada (the “Company”)” and replace with “Xxx Hortons Inc., a corporation organized under the laws of Canada (the “Company”)”.
Recital A. Recital A of the Pledge Agreement is hereby amended to read in full as follows: Pursuant to that certain Second Amended and Restated Credit Agreement dated as of August 16, 2000 among Tracinda Corporation, a Nevada corporation (the “Company”), the several financial institutions from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and the Administrative Agent (as amended, restated or supplemented or otherwise modified from time to time, the “Credit Agreement”), the Lenders have agreed to extend credit facilities to the Company on the terms and conditions set forth therein. The Credit Agreement amends and restates in its entirety that certain First Amended and Restated Credit Agreement dated as of October 30, 1996, as amended, among the Company, the banks party thereto, and Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as Letter of Credit Issuing Bank and Administrative Agent for the banks party thereto. Unless otherwise defined herein, capitalized terms used herein are used with the same defined meanings given in the Credit Agreement.
Recital A. Recital A of the Original Agreement is hereby amended such that the language "Section 1(b)(ii) and (iii)" appearing in clauses (ii) and (iii) of Recital A is replaced by the following language "Sections 1(b)(ii), 1(b)(iii) and 1(b)(iv)." All other provisions of Recital A will remain unchanged and will continue in full force and effect.
Recital A of the Employment Agreement is amended by deleting it in its entirety and substituting the following therefor:
