Amendment; Extension; Waiver. At any time prior to the Merger Effective Time, the Parties may, to the extent permitted under applicable Law and except as otherwise set forth herein, (a) 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, (c) 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 (d) waive compliance with any of the agreements or conditions contained in this Agreement. Any such amendment of this Agreement shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Parties. Any such grant 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 to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.
Appears in 5 contracts
Samples: Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Multifamily Reit Ii, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
Amendment; Extension; Waiver. This Agreement (including the Exhibits hereto) may be amended by the parties at any time before or after any required approval of matters presented in connection with the Merger by Lancit's shareholders, except as precluded by the BCL. Any such amendment shall be in writing signed on behalf of each of the parties. At any time prior to the Merger Effective Time, either Lancit or the Parties may, to the extent permitted under applicable Law and except as otherwise set forth herein, Company may (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty, (cii) waive any inaccuracies in the representations and warranties of the other Party party contained in this Agreement or in any document delivered pursuant to this Agreement or (diii) waive compliance by the other party with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an any instrument in writing signed on behalf of all Parties. Any such grant 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 Partyparty. The failure of any Party party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those such rights.
Appears in 3 contracts
Samples: Merger Agreement (Lancit Media Entertainment LTD), Merger Agreement (RCN Corp /De/), Merger Agreement (Lancit Laurence A)
Amendment; Extension; Waiver. At any time prior to the Company Merger Effective Time, the Parties may, to the extent permitted under applicable Law and except as otherwise set forth herein, (a) 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, (c) 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 (d) waive compliance with any of the agreements or conditions contained in this Agreement. Any such amendment of this Agreement shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Parties. Any such grant 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 to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights.
Appears in 3 contracts
Samples: Merger Agreement (Cottonwood Communities, Inc.), Merger Agreement (Cottonwood Multifamily Opportunity Fund, Inc.), Merger Agreement (Cottonwood Communities, Inc.)
Amendment; Extension; Waiver. Subject to applicable law, this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the Company and UHC. At any time prior to the Merger Effective Time, the Parties Closing any party hereto may, to the extent permitted under applicable Law and except as otherwise set forth hereinlegally allowed, (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty hereto, (cii) waive any inaccuracies in the representations and warranties of the other Party made to such party contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto and (diii) waive compliance with any of the agreements or conditions for the benefit of such party contained in this Agreementherein. Any agreement on the part of a party hereto to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Partiessuch party. Any such grant by a Party of an extension or waiver Delay in respect of exercising 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 to this Agreement to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rightssuch right.
Appears in 3 contracts
Samples: Common Stock and Warrant Agreement (Neoforma Com Inc), Common Stock Purchase Agreement (Neoforma Com Inc), Common Stock Purchase Agreement (University Healthsystem Consortium)
Amendment; Extension; Waiver. Subject to applicable law, this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of Parent and VHA. At any time prior to the Merger Effective Time, the Parties Closing any party hereto may, to the extent permitted under applicable Law and except as otherwise set forth hereinlegally allowed, (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty hereto, (cii) waive any inaccuracies in the representations and warranties of the other Party made to such party contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto and (diii) waive compliance with any of the agreements or conditions for the benefit of such party contained in this Agreementherein. Any agreement on the part of a party hereto to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Partiessuch party. Any such grant by a Party of an extension or waiver Delay in respect of exercising 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 to this Agreement to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rightssuch right.
Appears in 3 contracts
Samples: Common Stock and Warrant Agreement (Vha Inc), Common Stock and Warrant Agreement (Neoforma Com Inc), Common Stock and Warrant Agreement (Neoforma Com Inc)
Amendment; Extension; Waiver. Subject to applicable law, this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of Parent and UHC. At any time prior to the Merger Effective Time, the Parties Closing any party hereto may, to the extent permitted under applicable Law and except as otherwise set forth hereinlegally allowed, (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty hereto, (cii) waive any inaccuracies in the representations and warranties of the other Party made to such party contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto and (diii) waive compliance with any of the agreements or conditions for the benefit of such party contained in this Agreementherein. Any agreement on the part of a party hereto to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Partiessuch party. Any such grant by a Party of an extension or waiver Delay in respect of exercising 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 to this Agreement to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rightssuch right.
Appears in 2 contracts
Samples: Common Stock and Warrant Agreement (Neoforma Com Inc), Common Stock and Warrant Agreement (Neoforma Com Inc)
Amendment; Extension; Waiver. (a) This Agreement may be amended by action taken by the Company, Parent and Acquisition at any time before or after approval of the Merger 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 Merger Effective Time, the Parties may, to the extent permitted under applicable Law and except as otherwise set forth herein, each party hereto may (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty, (cii) waive any inaccuracies in the representations and warranties of the other Party party contained in this Agreement herein or in any document document, certificate or writing delivered pursuant to this Agreement hereto or (diii) waive compliance by the other party with any of the agreements or conditions contained in this Agreementherein. Any agreement on the part of any party hereto to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Parties. Any such grant 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 Partyparty. The failure of any Party to this Agreement party hereto to assert any of its rights under this Agreement or otherwise hereunder shall not constitute a waiver of those such rights.
Appears in 1 contract
Amendment; Extension; Waiver. (a) At any time prior to the Merger Effective Time, the Parties parties may, to the extent permitted under applicable Law and except as otherwise set forth hereinby written instrument, (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparties, (cii) waive any inaccuracies in the representations and warranties of the other Party parties contained in this Agreement or in any document delivered pursuant to this Agreement or (diii) waive compliance by the other parties with any of the agreements or conditions contained in this Agreement. Notwithstanding the foregoing, no amendment shall be made to this Agreement after the Effective Time.
(b) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. Any such amendment agreement on the part of a party 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 grant 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 Partyparty. The failure of any Party party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those such rights.
Appears in 1 contract
Samples: Merger Agreement (Bioverativ Inc.)
Amendment; Extension; Waiver. Subject to applicable law, this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the Company and Investors holding a majority of the then-outstanding Shares purchased hereunder. At any time prior to the Merger Effective Time, the Parties any Closing any party hereto may, to the extent permitted under applicable Law and except as otherwise set forth hereinlegally allowed, (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty hereto, (cii) waive any inaccuracies in the representations and warranties of the other Party made to such party contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto and (diii) waive compliance with any of the agreements or conditions for the benefit of such party contained in this Agreementherein. Any agreement on the part of a party hereto to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Partiessuch party. Any such grant by a Party of an extension or waiver Delay in respect of exercising 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 to this Agreement to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rightssuch right.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Natus Medical Inc)
Amendment; Extension; Waiver. Subject to applicable law, this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the Company and VHA. At any time prior to the Merger Effective Time, the Parties Closing any party hereto may, to the extent permitted under applicable Law and except as otherwise set forth hereinlegally allowed, (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty hereto, (cii) waive any inaccuracies in the representations and warranties of the other Party made to such party contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto and (diii) waive compliance with any of the agreements or conditions for the benefit of such party contained in this Agreementherein. Any agreement on the part of a party hereto to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Partiessuch party. Any such grant by a Party of an extension or waiver Delay in respect of exercising 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 to this Agreement to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rightssuch right.
Appears in 1 contract
Amendment; Extension; Waiver. (a) This Agreement may be amended by action taken by the parties hereto at any time before or after approval of the Merger by the stockholders of the Company and Newco 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 Merger Effective Time, the Parties may, to the extent permitted under applicable Law and except as otherwise set forth herein, each party hereto may (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty, (cii) waive any inaccuracies in the representations and warranties of the other Party party contained in this Agreement herein or in any document document, certificate or writing delivered pursuant to this Agreement hereto or (diii) waive compliance by the other party with any of the agreements or conditions contained in this Agreementherein. Any agreement on the part of either party hereto to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Parties. Any such grant 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 Partyparty. The failure of any Party to this Agreement either party hereto to assert any of its rights under this Agreement or otherwise hereunder shall not constitute a waiver of those such rights.
Appears in 1 contract
Samples: Merger Agreement (THCG Inc)
Amendment; Extension; Waiver. Subject to applicable law, this Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the Company and i2. At any time prior to the Merger Effective Time, the Parties any Closing any party hereto may, to the extent permitted under applicable Law and except as otherwise set forth hereinlegally allowed, (a) amend any provision of this Agreement, (bi) extend the time for the performance of any of the obligations or other acts of the other Partiesparty hereto, (cii) waive any inaccuracies in the representations and warranties of the other Party made to such party contained in this Agreement herein or in any document delivered pursuant to this Agreement or hereto and (diii) waive compliance with any of the agreements or conditions for the benefit of such party contained in this Agreementherein. Any agreement on the part of a party hereto to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Partiessuch party. Any such grant by a Party of an extension or waiver Delay in respect of exercising 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 to this Agreement to assert any of its rights right under this Agreement or otherwise shall not constitute a waiver of those rightssuch right.
Appears in 1 contract
Amendment; Extension; Waiver. At any time prior to the Partnership Merger Effective Time, the Parties may, to the extent permitted under applicable Law and except as otherwise set forth herein, (a) 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, (c) 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 (d) waive compliance with any of the agreements or conditions contained in this Agreement. Any such amendment of this Agreement shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Parties. Any such grant 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 to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of 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 1 contract
Samples: Merger Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Amendment; Extension; Waiver. This Agreement may be amended, modified or supplemented only by a written agreement signed by each of the Parties hereto and, in the case of TWCable, following approval by the Special Committee. At any time prior to the Merger Effective TimeSeparation Date, the Parties may, to the extent permitted under applicable Law TWX and except as otherwise set forth herein, TWCable may (a) 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, (cb) 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 (dc) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a Party to any such amendment of this Agreement extension or waiver shall be valid only if specifically set forth in an instrument in writing signed on behalf of all Parties. Any such grant 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 to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those such rights.
Appears in 1 contract