without renumbering subsequent sections, and the Parties irrevocably waive any rights or claims, arising before, on or after that date hereof, that they have or may have thereunder.
||Section 1.1 of the Contribution Agreement is hereby amended by adding the following new definitions in the appropriate alphabetical order: |
Tail Condition has the meaning set forth in Section 6.1(g).
TWC Acquisition Proposal has the meaning set forth in Section 6.1(g).
TWC Agreement means the Agreement and Plan of Mergers, dated as of May 23, 2015, by and among Time Warner
Cable, Inc., Cheetah, New Cheetah, Nina Corporation I, Inc., Nina Company II, LLC, and Nina Company III, LLC, in the form provided to Bengal prior to the execution of the Amendment.
TWC Transactions means the transactions contemplated by the TWC Agreement.
||Section 2.1 of the Contribution Agreement is hereby amended to add the following sentence at the end thereof: The Closing shall not occur prior to (i) the consummation of the TWC Transactions or
(ii) the termination of the TWC Agreement and the satisfaction of the Tail Condition. |
||Section 2.2 of the Contribution Agreement is hereby amended by (i) deleting the phrase (other than the Specified Assets contributed by A/N to New Cheetah pursuant to clause (b)) in
Section 2.2(a), and (ii) deleting Section 2.2(b) in its entirety, without renumbering subsequent sections. |
||Section 2.3(a)(i) of the Contribution Agreement is hereby replaced in its entirety with the following: Cheetah Holdco shall pay the Cash Consideration and issue (x) Cheetah Holdco Preferred Units with a
face amount of $2.5 billion and (y)(A) 34,279,843 Cheetah Holdco Class B Common Units or (B) in the event that the TWC Transactions have been consummated prior to Closing in accordance with the terms of the TWC Agreement, 30,992,406
Cheetah Holdco Class B Common Units to A/N, in consideration of the Membership Interests (it being understood that the difference between such amounts reflects only the Parent Merger Exchange Ratio (as defined in the TWC Agreement) implemented
in the TWC Transactions and is not intended to increase or decrease A/Ns relative ownership in New Cheetah). |
||Section 2.3(a)(ii) of the Contribution Agreement is hereby replaced in its entirety with the following: New Cheetah shall issue one share of New Cheetah Class B Common Stock to A/N, in exchange for the sum of
A new Section 2.6 entitled Adjustment is hereby added to Article II to read as follows: If, prior to Closing, the number of
outstanding Equity Interests of any Cheetah Party shall have been changed into a different number of Equity Interests or a different class of Equity Interests by reason of any stock dividend, subdivision, reorganization, reclassification,
recapitalization, stock split, reverse stock split,