Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing Time. At any time prior to the Offer Closing Time, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01). This Agreement may not be amended or supplemented after the Offer Closing Time. (b) 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 with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
Appears in 10 contracts
Samples: Merger Agreement (TSR Inc), Merger Agreement (Alpine Immune Sciences, Inc.), Merger Agreement (NGM Biopharmaceuticals Inc)
Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing Time. At any time prior to the Offer Closing Merger Effective Time, the parties hereto may Parties may, to the extent permitted under applicable Law and except as otherwise set forth herein, (ia) amend any provision of this Agreement, (b) extend the time for the performance of any of the obligations or other acts of the other parties heretoParties, (iic) waive any inaccuracies in the representations and warranties of the other Party contained in this Agreement or in any document delivered pursuant to this Agreement or (iiid) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01). This Agreement may not be amended or supplemented after the Offer Closing Time.
(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoAgreement. Any agreement on the part such amendment of a party hereto to any extension or waiver with respect to this Agreement shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Parties. Any such partygrant by a Party of an extension or waiver in respect of any provision of this Agreement shall be valid only if specifically set forth in an instrument in writing by such Party. The failure of any party hereto Party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such those rights. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law, except to the extent expressly provided otherwise in Section 9.3 (Fees and Expenses).
Appears in 6 contracts
Samples: Merger Agreement (Cim Income Nav, Inc.), Merger Agreement (Cim Real Estate Finance Trust, Inc.), Merger Agreement (Cole Office & Industrial REIT (CCIT III), Inc.)
Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing Time. At any time prior to the Offer Closing Time, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties heretoparties, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.011.01). This Agreement may not be amended or supplemented after the Offer Closing Time.
(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoparties. Any agreement on the part of a party hereto to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
Appears in 3 contracts
Samples: Merger Agreement (Stryker Corp), Merger Agreement (Vocera Communications, Inc.), Merger Agreement (Dermira, Inc.)
Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing TimeDate. At any time prior to the Offer Closing TimeDate, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties heretoparties, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01)Agreement. This Agreement may not be amended or supplemented after the Offer Closing TimeDate.
(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoparties. Any agreement on the part of a party hereto to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
Appears in 3 contracts
Samples: Merger Agreement (Vitae Pharmaceuticals, Inc), Merger Agreement (Jazz Pharmaceuticals PLC), Merger Agreement (Celator Pharmaceuticals Inc)
Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing TimeDate. At any time prior to the Offer Closing TimeDate, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties heretoparties, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01)Agreement. This Agreement may not be amended or supplemented after the Offer Closing TimeDate.
(ba) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoprior to the Closing Date. Any agreement on the part of a party hereto to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such partyparty prior to the Closing Date. The failure of any party hereto to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. No amendments or modifications to the provisions of which the Third Party Financing Related Parties or Non-Recourse Parties are expressly made third-party beneficiaries pursuant to Section 8.07(a) shall be permitted in a manner materially adverse to any such Third Party Financing Related Party or Non-Recourse Party without the prior written consent of such Third Party Financing Related Party or Non-Recourse Party (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Avantor, Inc.), Merger Agreement (VWR Corp)
Amendment; Extension; Waiver. (a) This Agreement may be amended by action taken by the parties hereto Company and the Playboy Entities at any time prior to before or after approval of the Offer Closing TimeMergers by the stockholders of the Company but, after any such approval, no amendment shall be made which requires the approval of such stockholders under applicable law without such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of the parties hereto.
(b) At any time prior to the Offer Closing TimeEffective Time of the Mergers, the parties each party hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties heretoparty, (ii) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement herein or in any document document, certificate or writing delivered pursuant to this Agreement hereto or (iii) waive compliance by the other party with any of the agreements or conditions contained in this Agreement (subject to Section 2.01). This Agreement may not be amended or supplemented after the Offer Closing Time.
(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoherein. Any agreement on the part of a either party hereto to any such extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any either party hereto to assert any of its rights under this Agreement or otherwise hereunder shall not constitute a waiver of such rights.
Appears in 1 contract
Samples: Merger Agreement (Spice Entertaiment Companies Inc)
Amendment; Extension; Waiver. (a) This Agreement may be amended by action taken by the parties hereto Company and the Walnut Entities at any time prior to before or after approval of the Offer Closing TimeMergers by the Company Stockholders and the Walnut Stockholders but, after any such approval, no amendment shall be made which requires the approval of such stockholders under applicable Law without such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of the parties hereto.
(b) At any time prior to the Offer Closing TimeEffective Time of the Mergers, the parties each party hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties heretoparty, (ii) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement herein or in any document document, certificate or writing delivered pursuant to this Agreement hereto or (iii) waive compliance by the other party with any of the agreements or conditions contained in this Agreement (subject to Section 2.01). This Agreement may not be amended or supplemented after the Offer Closing Time.
(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoherein. Any agreement on the part of a either party hereto to any such extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any either party hereto to assert any of its rights under this Agreement or otherwise hereunder shall not constitute a waiver of such rights.
Appears in 1 contract
Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing Acceptance Time. At any time prior to the Offer Closing Acceptance Time, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01). This Agreement may not be amended or supplemented after the Offer Closing Acceptance Time.
(b) 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 with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
Appears in 1 contract
Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing TimeDate. At any time prior to the Offer Closing TimeDate, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties heretoparties, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01other than the Minimum Tender Condition). This Agreement may not be amended or supplemented after the Offer Closing TimeDate.
(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoparties. Any agreement on the part of a party hereto to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
Appears in 1 contract
Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing Time. At any time prior to the Offer Closing Time, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties heretoparties, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01other than the Minimum Tender Condition). This Agreement may not be amended or supplemented after the Offer Closing Time.
(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoparties. Any agreement on the part of a party hereto to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
Appears in 1 contract
Amendment; Extension; Waiver. (a) This Agreement may be amended by the parties hereto at any time prior to the Offer Closing Effective Time. At any time prior to the Offer Closing Effective Time, the parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement (subject to Section 2.01)Agreement. This Agreement may not be amended or supplemented after the Offer Closing Effective Time.
(b) 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 with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party hereto to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
Appears in 1 contract