Common use of Amendment, Extension and Waiver Clause in Contracts

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of William Penn and Mid Penn), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of William Penn and Mid Penn, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of consideration to be delivered to William Penn’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Merger Agreement (William Penn Bancorporation), Merger Agreement (Mid Penn Bancorp Inc)

AutoNDA by SimpleDocs

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of William Penn CUB and Mid Pennby the shareholders of PC Bancorp), the parties hereto by action of each of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of William Penn CUB and Mid Pennby the shareholders of PC Bancorp, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or amount, value or changes the form of consideration to be delivered to William PennPC Bancorp’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CU Bancorp), Agreement and Plan of Merger (CU Bancorp)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders stockholders of William Penn and Mid PennMutualFirst Financial or Northwest Bancshares), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders stockholders of William Penn MutualFirst Financial and Mid PennNorthwest Bancshares, respectively, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value value, or changes the form of consideration of, the Merger Consideration to be delivered to William PennMutualFirst Financial’s shareholders stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party.

Appears in 1 contract

Samples: Merger Agreement (Mutualfirst Financial Inc)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any ------------------------------- time prior to the Effective Time (whether before or after approval thereof by the shareholders of William Penn and Mid PennConnecticut Bancshares), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of William Penn and Mid PennConnecticut Bancshares, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or amount, value or changes the form of consideration to be delivered to William Penn’s Connecticut Bancshares' shareholders or Option holders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Connecticut Bancshares Inc/De)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time of the Merger (whether before or after approval thereof of this Agreement and the transactions contemplated by this Agreement by the shareholders stockholders of William Penn and Mid Pennthe Company), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party heretounder this Agreement, (c) waive any inaccuracies in the representations and warranties contained herein in this Agreement or in any document delivered pursuant heretoto this Agreement, or (d) waive compliance with any of the agreements or conditions contained hereinin this Agreement; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by this Agreement by the shareholders stockholders of William Penn and Mid Pennthe Company, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or amount, value or changes the form of consideration to be delivered to William Pennthe Company’s shareholders stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Naugatuck Valley Financial Corp)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by the shareholder of FCB and by the shareholders of William Penn and Mid PennPSBK), the parties hereto by action of each of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of William Penn FCB and Mid Pennby the shareholders of PSBK, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or amount, value or changes the form of consideration to be delivered to William PennPSBK’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.. Table of Contents

Appears in 1 contract

Samples: Agreement and Plan of Merger (First California Financial Group, Inc.)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by consummation of the shareholders of William Penn transactions contemplated herein, MidCity, NewCo and Mid Penn), the parties hereto by action of their respective Boards of Directors, Company may (ai) amend this Agreement, (bii) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ciii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (div) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any following the approval of this Agreement and the transactions contemplated hereby by the shareholders of William Penn and Mid Penn, there may not bestockholders, without further the approval of such shareholders, any amendment the stockholders of this Agreement which reduces the amount or value or changes Company there can be no further amendments that would require the form approval of consideration to be delivered to William Penn’s shareholders pursuant to this Agreementthe stockholders under the DGCL. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such any waiver or failure to insist on strict compliance with such any obligation, covenant, agreement or condition hereof shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Damen Financial Corp)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of William Penn and Mid PennENBHC), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of William Penn and Mid PennENBHC, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or amount, value or changes the form of consideration to be delivered to William Penn’s ENBHC's shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Provident Bancorp Inc/Ny/)

AutoNDA by SimpleDocs

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders stockholders of William Penn and Mid PennMutualFirst Financial or Northwest Bancshares), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders stockholders of William Penn MutualFirst Financial and Mid PennNorthwest Bancshares, respectively, there may not be, without further approval of such shareholdersstockholders, any amendment of this Agreement which reduces the amount or value value, or changes the form of consideration of, the Merger Consideration to be delivered to William PennMutualFirst Financial’s shareholders stockholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any termination of this Agreement pursuant to Article XI may only be effected upon a vote of a majority of the entire Board of Directors of the terminating party. ARTICLE XII MISCELLANEOUS 12.

Appears in 1 contract

Samples: Merger Agreement (Northwest Bancshares, Inc.)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of William Penn Brunswick and Mid Penn), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of William Penn Brunswick and Mid Penn, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of consideration to be delivered to William PennBrunswick’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Mid Penn Bancorp Inc)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (consummation of the Mergers, whether before or after approval thereof by the shareholders of William Penn CitiSave shareholders, DGC, CSF Acquisition, CitiSave and Mid Penn)Citizens may, the parties hereto by action of taken by their respective Boards of Directors, may Directors (ai) amend this Agreement, (bii) extend the time for the performance of any of the obligations or other acts of any the other party parties hereto, (ciii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (div) waive compliance with any of the agreements or conditions contained hereinin Articles V and VI (other than the conditions set forth in Section 6.01 hereof); provided, however, that after any approval of this Agreement and the transactions contemplated hereby Holding Company Merger by the shareholders of William Penn and Mid PennCitiSave, there may not be, without further approval of such shareholders, any amendment amendment, extension or waiver of this Agreement which reduces changes the amount or value or changes the form of consideration to be delivered to William Penn’s shareholders pursuant to this Agreementof CitiSave. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Citisave Financial Corp)

Amendment, Extension and Waiver. Subject to applicable law, and except as provided in this Agreement, at any time prior to the Effective Time (whether before or after approval thereof by the shareholders of William Penn and Mid PennLuzerne), the parties hereto by action of their respective Boards of Directors, may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of any other party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained herein; provided, however, that after any approval of this Agreement and the transactions contemplated hereby by the shareholders of William Penn Luzerne and Mid PennPenns Xxxxx, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or value or changes the form of consideration to be delivered to William PennLuzerne’s shareholders pursuant to this Agreement. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Appears in 1 contract

Samples: Merger Agreement (Penns Woods Bancorp Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!