AMENDMENTS TO THE AGREEMENT
2.1 Amendment to Section 1.3 of the Agreement. Section 1.3 of the Agreement shall be amended and restated in its entirety as follows:
Unless otherwise mutually agreed in writing between Sprint and T-Mobile, the closing of the Merger Transactions (the Closing) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York 10019, at 9:00 a.m., New York time, on the first day of a calendar month, other than any month that is the third month of a calendar quarter (or, if such day is not a business day, the following business day), which such day is at least three (3) business days (the Closing Date) following the day on which the last to be satisfied or waived (other than those conditions that are not legally permitted to be waived) of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) shall be satisfied or waived in accordance with this Agreement, or at such other time and place as may be mutually agreed in writing among the parties; provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), the Closing shall occur on the earlier to occur of (a) any date during or after the Marketing Period specified by T-Mobile on no less than three (3) business days notice to Sprint; provided that to the extent that such date falls on a date that is after the Outside Date, T-Mobile shall obtain Sprints prior written consent, and (b) the first day of a calendar month, other than any month that is the third month of a calendar quarter (or, if such day is not a business day, the following business day), which such day is at least three (3) business days following the final day of the Marketing Period.
2.2 Amendment to Section 2.5(b) of the Agreement. Section 2.5(b) of the Agreement shall be amended by adding, immediately following clause (ii) thereof, the words and (iii) the authorized share count shall be 4,000,000,000 shares of common stock, par value $0.01 per share.
2.3 Additional Provisions relating to Section 6.3 of the Agreement. Notwithstanding anything to the contrary in Section 6.3 or any other provision of the Agreement, from and after the date of this Amendment, none of T-Mobile, Merger Sub, Merger Company, either DT Party, Sprint or any SoftBank Party shall be required to take, or cause to be taken (or agree to take, or agree to cause to be taken) (and, unless requested by both T-Mobile and DT, neither Sprint nor any SoftBank Party shall take, or cause to be taken (or agree to take, or agree to cause to be taken)), any action authorizing, committing to, agreeing to, implementing or effecting, by consent decree, hold separate order, any agreement or letter (including any agreement or letter to address U.S. national security, law enforcement or public safety interests or to mitigate any foreign ownership, control or influence over the businesses of Sprint or T-Mobile), or otherwise, (x) the sale, divestiture, license or disposition of any of the assets or businesses of Sprint or T-Mobile or their respective subsidiaries or (y) restrictions, limitations or conditions, or actions that would limit Sprint or T-Mobile, or their respective subsidiaries, in its freedom of action or operations or ability to retain any businesses, product lines or assets, or any combination thereof, other than those matters expressly set forth on Schedule A to this Amendment, and the parties hereto expressly agree that any such action (including any matter set forth in clause (x) or (y)), other than those matters specifically set forth on Schedule A to this Amendment, shall constitute a Regulatory Material Adverse Condition for purposes of the Agreement and this Amendment