Common use of Amendment; Extension; Waiver Clause in Contracts

Amendment; Extension; Waiver. At any time before the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other hand, may (a) extend the time for the performance of any of the obligations of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement, or (c) subject to applicable Law, waive compliance with any of the covenants or conditions contained in this Agreement. Notwithstanding the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time. Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sources.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto at any time prior to the Effective Time by an instrument in writing signed by each party hereto, provided, that Sections 8.2, 8.4, 8.6 and 8.7, which Sections (and the related definitions and other provisions of this Agreement to the extent a modification or waiver or termination would serve to modify the substance or provisions of such Sections) may not be amended or modified in any manner adverse to any Financing Source without the Lead Commitment Parties’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). At any time before prior to the Effective Time, each of Parent and Merger Sub, on the one hand, hand and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other partyother, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other party contained in this Agreement herein or in any document delivered under this Agreement, pursuant hereto or (c) subject to the extent permitted by applicable Law, waive compliance with any of the covenants or conditions contained in this Agreement. Notwithstanding the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent agreements of the Company Board and, at the time of such consent, either (x) a majority other or any of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Timeconditions for its benefit contained herein. Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under this Agreement or otherwise applicable Law shall not constitute a waiver of such rightsrights and, nor shall any except as otherwise expressly provided herein, no single or partial exercise thereof by any party hereto of any of its rights hereunder shall preclude any other or further exercise thereof of such rights or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver rights hereunder or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sourcesunder applicable Law.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the Parties at any time prior to the Effective Time by an instrument in writing signed by each party hereto. At any time before prior to the Effective Time, each of Parent and Merger Sub, on the one hand, hand and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other partyother, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other party contained in this Agreement herein or in any document delivered under this Agreement, pursuant hereto or (c) subject to the extent permitted by applicable Law, waive compliance with any of the covenants agreements of the other or any of the conditions for its benefit contained in this Agreement. Notwithstanding the foregoingherein, (A) after provided, however, that following the Acceptance Time, termination of this Agreement pursuant any such actions by the Company shall be subject to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time1.3(c). Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under this Agreement or otherwise applicable Law shall not constitute a waiver of such rightsrights and, nor shall any except as otherwise expressly provided herein, no single or partial exercise thereof by any party hereto of any of its rights hereunder shall preclude any other or further exercise thereof of such rights or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver rights hereunder or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sourcesunder applicable Law.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the Parties at any time prior to the Effective Time by an instrument in writing signed by each party hereto. At any time before prior to the Effective Time, each of Parent and Merger Sub, on the one hand, hand and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other partyother, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other party contained in this Agreement herein or in any document delivered under this Agreement, pursuant hereto or (c) subject to the extent permitted by applicable Law, waive compliance with any of the covenants agreements of the other or any of the conditions for its benefit contained in this Agreement. Notwithstanding the foregoingherein, (A) after provided, however, that following the Acceptance Time, termination of this Agreement pursuant any such actions by the Company shall be subject to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time1.3(d). Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party hereto to assert any of its rights hereunder or under this Agreement or otherwise applicable Law shall not constitute a waiver of such rightsrights and, nor shall any except as otherwise expressly provided herein, no single or partial exercise thereof by any party hereto of any of its rights hereunder shall preclude any other or further exercise thereof of such rights or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver rights hereunder or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sourcesunder applicable Law.

Amendment; Extension; Waiver. At any time before the Effective Time, Parent and Merger Sub, on the one hand, and the Company, on the other hand, may (a) extend the time for the performance of any of the obligations of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement or in any document delivered under this Agreement, or (c) subject to applicable Law, waive compliance with any of the covenants or conditions contained in this Agreement. Notwithstanding the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such consent, either (x) a majority of the directors on the Company Board were directors on the Company Board on the date hereof or were nominated or designated to be directors by a majority of the directors on the Company Board on the date hereof (such directors, “Continuing Directors Directors”) or (y) if the Continuing Directors constitute a minority of the Company BoardBoard of Directors, each Continuing Director approves such termination or amendment, amendment and (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time. Subject to the foregoing and applicable Lawforegoing, this Agreement may not be amended except by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sources.

Amendment; Extension; Waiver. At any time before prior to the Effective TimeTime of the Merger, Parent and Merger Subthe parties hereto, on by action taken or authorized by their respective Board of Directors or Managers, may, to the one handextent legally allowed, and the Company(i) amend any term or provision of this Agreement, on the other hand, may (aii) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (biii) waive any inaccuracies in the representations and warranties of the other party contained in this Agreement herein or in any document delivered under this Agreement, or pursuant hereto and (civ) subject to applicable Law, waive compliance with any of the covenants agreements or conditions contained in herein; PROVIDED, HOWEVER, that after any approval of the transactions contemplated by this Agreement. Notwithstanding Agreement by the foregoingmembers of Ventures, (A) after the Acceptance Timethere may not be, termination without further approval of such members, any amendment, extension or waiver of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to which reduces the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases amount or changes the form of the Merger Consideration or that would result in the Merger not being consummated consideration to be delivered to such members hereunder other than as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to contemplated by this Agreement after the Effective TimeAgreement. Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any Any agreement on the part of a party hereto to any such amendment, extension or waiver shall be valid only if set forth in an a written instrument in writing signed by on behalf of such party. The , but such amendment, extension or waiver or failure of to insist on strict compliance with any party to assert any of its rights under obligation, covenant, agreement or condition in this Agreement or otherwise shall not constitute operate as a waiver of such rightsof, nor shall or estoppel with respect to, any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver subsequent or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sourcesfailure.

Amendment; Extension; Waiver. Subject to applicable Law, this Agreement may be amended by the parties hereto at any time prior to the Effective Time by an instrument in writing signed by each party; provided, however, that after the Acceptance Time, no amendment shall be made that decreases the Per Share Merger Consideration or that by Law requires approval by stockholders of the Company without approval of such stockholders. At any time before prior to the Effective Time, each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, may (but shall not be under any obligation to) (a) extend the time for the performance of any of the obligations or other acts of the other partyother, (b) to the extent permitted by applicable Law, waive any inaccuracies in the representations and warranties of the other party contained in this Agreement herein or in any document delivered under this Agreement, pursuant hereto or (c) subject to the extent permitted by applicable Law, waive compliance with any of the covenants agreements of the other or any of the conditions for its benefit contained in this Agreement. Notwithstanding the foregoingherein; provided, (A) after the Acceptance Timehowever, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement that there shall require, in addition to the consent of Parent and Merger Sub, the consent be made no waiver that by Law requires approval by stockholders of the Company Board and, at without the time approval of such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Timestockholders. Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement hereunder or otherwise applicable Law shall not constitute a waiver of such rightsrights and, nor shall any except as otherwise expressly provided herein, no single or partial exercise thereof preclude by any party of any of its rights hereunder precludes any other or further exercise thereof of such rights or the exercise of any right, power other rights hereunder or privilege under this Agreementapplicable Law. Notwithstanding anything to the contrary contained hereinin this Agreement, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision this sentence of this Agreement to Section 9.2, the extent an amendmentfirst sentence and the last sentence of Section 9.4(a), supplementSection 9.4(b), waiver or other modification Section 9.6, clause (ii) of such provision would modify the substance of such Sections) Section 9.7 and Section 9.13 may not be amended, supplementmodified, waived or otherwise modified terminated in any a manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sources, such consent not to be unreasonably withheld, delayed or conditioned.

Amendment; Extension; Waiver. Subject to Applicable Law, the parties hereto may amend this Agreement by authorized action at any time pursuant to an instrument in writing signed on behalf of each of the parties hereto; provided that after the Voting Member Approval is obtained, no amendment shall be made to this Agreement that by Applicable Law requires further approval by Member without such further approval. To the extent permitted by Applicable Law, Acquirer and Member may cause this Agreement to be amended at any time after the Closing by execution of an instrument in writing signed on behalf of Acquirer and Member. At any time before at or prior to the Effective TimeClosing, Parent and Merger Subany party hereto may, on to the one handextent legally allowed, and the Company, on the other hand, may (ai) extend the time for the performance of any of the obligations or other acts of the other parties hereto owed to such party, (bii) waive any inaccuracies in the representations and warranties of the other made to such party contained in this Agreement herein or in any document delivered under this Agreement, or pursuant hereto and (ciii) subject to applicable Law, waive compliance with any breaches of any of the covenants covenants, agreements, obligations or conditions contained in this Agreement. Notwithstanding for the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time benefit of such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves party contained herein. Any such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time. Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquirer and Member. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of such rightsright, nor and no waiver of any breach or default shall any single or partial exercise thereof preclude be deemed a waiver of any other breach or further exercise thereof default of the same or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sourcesherein.

Amendment; Extension; Waiver. No provision of this Agreement, including any Disclosure Schedule or Exhibits hereto or thereto, may be amended, supplemented or modified except by a written instrument making specific reference hereto or thereto signed by all the parties to such agreement. For the avoidance of doubt, no consent from any Indemnified Party (other than the Parties) shall be required to amend this Agreement. At any time before prior to the Effective TimeClosing, Parent and Merger Sub, on the one hand, and the Company, on the other hand, either Seller or Purchaser may (a) extend the time for the performance of any of the obligations or other acts of the other partyPerson, (b) waive any breaches of or inaccuracies in the representations and warranties of the other party Person contained in this Agreement or in any document delivered under pursuant to this Agreement, or (c) subject to applicable Law, waive compliance with any of the covenants covenants, agreements or conditions contained in this Agreement. Notwithstanding the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time of Any such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time. Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party granting such partyextension or waiver. The failure of any party to assert Neither the waiver by any of its rights the Parties of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or otherwise to exercise any right or privilege hereunder, shall not constitute be construed as a waiver of such rights, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver subsequent or other modification breach or default of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sourcesa similar nature.

Amendment; Extension; Waiver. Subject to applicable Law, the parties hereto may amend this Agreement by authorized action at any time pursuant to an instrument in writing signed on behalf of each of the parties hereto; provided that after the Requisite Stockholder Approval is obtained, no amendment shall be made to this Agreement that by applicable Law requires further approval by Holder without such further approval. To the extent permitted by applicable Law, Acquiror and Holder may cause this Agreement to be amended at any time after the Closing by execution and delivery of an instrument in writing signed on behalf of Acquiror and Holder. At any time before at or prior to the Effective TimeClosing, Parent and Merger Subany party hereto may, on to the one handextent legally allowed, and the Company, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto owed to such party, (b) waive any inaccuracies in the representations and warranties of the other made to such party contained in this Agreement herein or in any document delivered under this Agreement, or pursuant hereto and (c) subject to applicable Law, waive compliance with any breaches of any of the covenants covenants, agreements, obligations or conditions contained in this Agreement. Notwithstanding for the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time benefit of such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves party contained herein. Any such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time. Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquiror and Holder. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of such rightsright, nor and no waiver of any breach or default shall any single or partial exercise thereof preclude be deemed a waiver of any other breach or further exercise thereof default of the same or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sourcesherein.

Amendment; Extension; Waiver. Subject to applicable Law, the parties hereto may amend this Agreement by authorized action at any time pursuant to an instrument in writing signed on behalf of each of the parties hereto; provided that after the Requisite Stockholder Approval is obtained, no amendment shall be made to this Agreement that by applicable Law requires further approval by Holder without such further approval. To the extent permitted by applicable Law, Acquirer and Holder may cause this Agreement to be amended at any time after the Closing by execution and delivery of an instrument in writing signed on behalf of Acquirer and Holder. At any time before at or prior to the Effective TimeClosing, Parent and Merger Subany party hereto may, on to the one handextent legally allowed, and the Company, on the other hand, may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto owed to such party, (b) waive any inaccuracies in the representations and warranties of the other made to such party contained in this Agreement herein or in any document delivered under this Agreement, or pursuant hereto and (c) subject to applicable Law, waive compliance with any breaches of any of the covenants covenants, agreements, obligations or conditions contained in this Agreement. Notwithstanding for the foregoing, (A) after the Acceptance Time, termination of this Agreement pursuant to Section 7.1 and any amendments to this Agreement shall require, in addition to the consent of Parent and Merger Sub, the consent of the Company Board and, at the time benefit of such consent, either (x) a majority of the Continuing Directors or (y) if the Continuing Directors constitute a minority of the Company Board, each Continuing Director approves party contained herein. Any such termination or amendment, (B) after the Acceptance Time, no amendment shall be made that decreases or changes the form of the Merger Consideration or that would result in the Merger not being consummated as promptly as practicable after the Acceptance Time, and (C) no amendment shall be made to this Agreement after the Effective Time. Subject to the foregoing and applicable Law, this Agreement may be amended by the parties only if set forth in an instrument in writing signed by each of the parties and any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing that is signed by such partyon behalf of Acquirer and Holder. The Without limiting the generality or effect of the preceding sentence, no failure of to exercise or delay in exercising any party to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of such rightsright, nor and no waiver of any breach or default shall any single or partial exercise thereof preclude be deemed a waiver of any other breach or further exercise thereof default of the same or the exercise of any right, power or privilege under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 8.5, 8.6, 8.10 and 8.14(b) (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified in any manner that impacts or is otherwise adverse in any respect to the Financing Sources or their respective Non-Party Affiliates without the prior written consent of the Financing Sourcesherein.