Common use of Amendment; Extension; Waiver Clause in Contracts

Amendment; Extension; Waiver. (a) Subject to compliance with applicable law, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards of Directors or Managing Member, as the case may be, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other party, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other party with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment; Extension; Waiver. (a) Subject At any time prior to compliance with applicable lawthe Effective Time of the Merger, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards Board of Directors or Managing Member, as the case may beManagers, may, to the extent legally allowed, (i) amend any term or provision of this Agreement, (ii) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (iiiii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iiiiv) waive compliance by the other party with any of the agreements or conditions contained herein; PROVIDED, HOWEVER, that after any approval of the transactions contemplated by this Agreement by the members of Ventures, there may not be, without further approval of such members, any amendment, extension or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to such members hereunder other than as contemplated by this Agreement. Any agreement on the part of a party hereto to any such amendment, extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such amendment, extension or waiver or failure to insist on strict compliance with an any obligation, covenant, agreement or condition in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment; Extension; Waiver. (a) Subject At any time prior to compliance with applicable lawthe Effective Time, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards Board of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards of Directors or Managing Member, as the case may be, may, to the extent legally allowed, (i) amend any term or provision of this Agreement, (ii) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (iiiii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iiiiv) waive compliance by the other party with any of the agreements or conditions contained herein; provided, however, that after any approval of the transactions contemplated by this Agreement by the stockholders of VSA, there may not be, without further approval of such stockholders, any amendment, extension or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to the holders of VSA Stock hereunder other than as contemplated by this Agreement. Any agreement on the part of a party hereto to any such amendment, extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such amendment, extension or waiver or failure to insist on strict compliance with an any obligation, covenant, agreement or condition in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 22 27 ARTICLE IX.

Amendment; Extension; Waiver. (a) Subject to compliance with applicable lawLaw, at any time prior to the Effective Time, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of and the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards of Directors or Managing Member, as the case may be, hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other party with any of the agreements or conditions contained herein; in each case, by action taken or authorized by their respective Boards of Directors; provided, however, that, after any approval of the transactions contemplated by this Agreement by the Company Stockholders, there may not be, without further approval of such stockholders, any amendment, extension or waiver of this Agreement or any portion thereof which changes the amount or the form of the consideration to be delivered to the Company Stockholders hereunder other than as contemplated by this Agreement. Any amendment or agreement on the part of a party the parties hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.. ARTICLE IX GENERAL PROVISIONS 9.1

Amendment; Extension; Waiver. (a) Subject At any time prior to compliance with applicable lawthe Effective Time, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards Board of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards of Directors or Managing Member, as the case may be, may, to the extent legally allowed, (i) amend any term or provision of this Agreement, (ii) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (iiiii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iiiiv) waive compliance by the other party with any of the agreements or conditions contained herein; provided, however, that after any approval of the transactions contemplated by this Agreement by the shareholders of Sense8, there may not be, without further approval of such shareholders, any amendment, extension or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to the holders of Sense8 Stock hereunder other than as contemplated by this Agreement. Any agreement on the part of a party hereto to any such A-21 27 amendment, extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such amendment, extension or waiver or failure to insist on strict compliance with an any obligation, covenant, agreement or condition in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.. ARTICLE

Amendment; Extension; Waiver. (a) Subject to compliance with applicable lawLaw, at any time prior to the Effective Time, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of and the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards of Directors or Managing Member, as the case may be, hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other party with any of the agreements or conditions contained herein; in each case, by action taken or authorized by their respective Boards of Directors; provided, however, that, after any approval of the transactions contemplated by this Agreement by the Company Stockholders, there may not be, without further approval of such stockholders, any amendment, extension or waiver of this Agreement or any portion thereof which changes the amount or the form of the consideration to be delivered to the Company Stockholders hereunder other than as contemplated by this Agreement. Any amendment or agreement on the part of a party the parties hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment; Extension; Waiver. (a) Subject to compliance with applicable law, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the CompanyBay; provided, however, that after any approval of the Transactions transactions contemplated by this Agreement by the stockholders of the CompanyBay, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law or in accordance with the rules of any relevant stock exchange requires such further approval by such stockholdersstockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards Board of Directors or Managing Member, as the case may beDirectors, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other party with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment; Extension; Waiver. (a) Subject At any time prior to compliance with applicable lawthe Effective Time, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards Board of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards of Directors or Managing Member, as the case may be, may, to the extent legally allowed, (i) amend any term or provision of this Agreement, (ii) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (iiiii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iiiiv) waive compliance by the other party with any of the agreements or conditions contained herein; provided, however, that after any approval of the transactions contemplated by this Agreement by the stockholders of Antenna, there may not be, without further approval of such stockholders, any amendment, extension or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to the holders of Antenna Common Stock hereunder other than as contemplated by this Agreement. Any agreement on the part of a party hereto to any such amendment, extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such amendment, extension or waiver or failure to insist on strict compliance with an any obligation, covenant, agreement or condition in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment; Extension; Waiver. (a) Subject At any time prior to compliance with applicable lawthe Effective Time of the Merger, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards Board of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards of Directors or Managing Member, as the case may be, may, to the extent legally allowed, (i) amend any term or provision of this Agreement, (ii) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (iiiii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iiiiv) waive compliance by the other party with any of the agreements or conditions contained herein; PROVIDED, HOWEVER, that after any approval of the transactions contemplated by this Agreement by the shareholders of RTI, there may not be, without further approval of such shareholders, any amendment, extension or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to such holders of RTI Common Stock hereunder other than as contemplated by this Agreement. Any agreement on the part of a party hereto to any such amendment, extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such amendment, extension or waiver or failure to insist on strict compliance with an any obligation, covenant, agreement or condition in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment; Extension; Waiver. (a) Subject At any time prior to compliance with applicable lawthe Effective Time, this Agreement may be amended by the parties hereto, by action taken or authorized by their respective Boards Board of Directors, at any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company; provided, however, that after any approval of the Transactions contemplated by this Agreement by the stockholders of the Company, there may not be, without further approval of such stockholders, any amendment of this Agreement which by law requires such further approval by such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (b) Prior to the Effective Time, the parties hereto, Newco, the Company and Transition, as one party, and Nortel Networks and Nortel Networks LLC, as one party, by action taken or authorized by their respective Boards of Directors or Managing Member, as the case may be, may, to the extent legally allowed, (i) amend any term or provision of this Agreement, (ii) extend the time for the performance of any of the obligations or other acts of the other partyparties hereto, (iiiii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto and (iiiiv) waive compliance by the other party with any of the agreements or conditions contained herein; PROVIDED, HOWEVER, that after any approval of the transactions contemplated by this Agreement by the shareholders of Cimtech, there may not be, without further approval of such shareholders, any amendment, extension or waiver of this Agreement which reduces the amount or changes the form of the consideration to be delivered to the holders of Cimtech Common Stock hereunder other than as contemplated by this Agreement. Any agreement on the part of a party hereto to any such amendment, extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party, but such amendment, extension or waiver or failure to insist on strict compliance with an any obligation, covenant, agreement or condition in this Agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.