Amendment of Merger Agreement. The obligations of the Stockholders under this Agreement shall terminate if the Merger Agreement is amended or otherwise modified after the date hereof without the prior written consent of the Stockholders in a manner that reduces or adversely changes the form of the Merger Consideration.
Amendment of Merger Agreement. Effective as of the date hereof, the Merger Agreement is hereby amended as follows:
Amendment of Merger Agreement. Parent agrees not to consent to any amendment to the Merger Agreement in any respect that is material to EnCap without EnCap’s prior written approval, and Parent shall not waive any rights or conditions under the Merger Agreement without the prior approval of EnCap, and in each case such approval by EnCap may be given or withheld in its sole discretion.
Amendment of Merger Agreement. 1. Section 5.9(a)(i) and Section 5.9(a)(ii) of the Agreement are hereby amended and restated in their entirety to read as follows:
(i) For the purposes of this Section 5.9(a), the following terms have the following meanings:
Amendment of Merger Agreement. Amend, modify or supplement the Merger Agreement or waive or otherwise consent to any change or departure from any of the terms or conditions of the Merger Agreement in any manner materially adverse to the Administrative Agent or the Lenders.
Amendment of Merger Agreement. The Parent and the Company shall not amend or waive any provision of the Merger Agreement if such amendment or waiver would adversely impact the Stockholder’s rights under this Agreement, the terms of any of the Acquired Securities, or the Stockholder’s relative percentage ownership (on an as-converted and as-exercised basis) in the Parent after the Effective Time. The Stockholder acknowledges that the amendment of the Merger Agreement to extend the Outside Date will be deemed not to be an amendment to the Merger Agreement that violates this Section 13.2.
Amendment of Merger Agreement. The Merger Agreement shall be amended as follows:
(a) The definition of “Excluded Asset Purchase Agreements” is hereby amended and restated in its entirety to read as follows:
Amendment of Merger Agreement. Section 1.12(a) of the Merger Agreement. The last sentence of Section 1.12(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: “Subject to Section 9.10(d) and Section 10.1(g), (i) upon the closing of a Qualified IPO, following receipt of written instructions from Parent and the Stockholders’ Representative as set forth in the Escrow Agreement, the Escrow Agent shall distribute 8,233,474 of the Escrow Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the Closing Date) and/or Escrow Cash resulting from the proceeds of the sale thereof to the Escrow Contributors in accordance with Section 8.1 of the Escrow Agreement and (ii) on the Company Expiration Date, the Escrow Agent shall distribute the remaining Escrow Shares and/or Escrow Cash to the Escrow Contributors in accordance with Section 8.2 of the Escrow Agreement.”
Amendment of Merger Agreement. Prior to Closing, the Partners shall agree to enter into, and shall cause Tri-County to enter into; and Chesapeake shall enter into, and cause CPK Sub-A, Inc. to enter into, an Amendment to the Merger Agreement substantially as follows:
Amendment of Merger Agreement. Simultaneously herewith and in partial consideration of the execution and delivery of this License Amendment, DPAC and QuaTech have entered into the Merger Amendment on terms contained therein.
