Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 15 contracts
Samples: Merger Agreement, Merger Agreement (Dell Inc), Merger Agreement (Quest Software Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that (a) following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approvalapproval and (b) after the Effective Time, this Agreement may not be amended or supplemented in any respect.
Appears in 9 contracts
Samples: Merger Agreement, Merger Agreement (Avista Corp), Merger Agreement
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 7 contracts
Samples: Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.), Merger Agreement (Dynamex Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 4 contracts
Samples: Merger Agreement (Horizon Lines, Inc.), Merger Agreement (Matson, Inc.), Merger Agreement (Teva Pharmaceutical Industries LTD)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders holders of the CompanyCompany Common Stock, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders holders of the Company without such approvalCommon Stock.
Appears in 3 contracts
Samples: Merger Agreement (Nutra Acquisition CO Inc.), Merger Agreement (Natrol Inc), Merger Agreement (Plethico Pharmaceuticals Ltd.)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany and Merger Sub, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company or Merger Sub without such approval.
Appears in 3 contracts
Samples: Merger Agreement (Nektar Therapeutics), Merger Agreement (Blue Martini Software Inc), Merger Agreement (Aerogen Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of each of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 3 contracts
Samples: Merger Agreement (Aeroways, LLC), Merger Agreement (Cke Restaurants Inc), Merger Agreement (Cke Restaurants Inc)
Amendment or Supplement. At Subject to applicable Law, at any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Shareholder Vote, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the Company’s shareholders, there shall be no amendment of or change to the provisions hereof which by Law of this Agreement which, pursuant to applicable Law, would require further approval by the stockholders Company’s shareholders without receipt of the Company without such approval.
Appears in 3 contracts
Samples: Merger Agreement (Abc-Mart, Inc.), Merger Agreement (Abc-Mart, Inc.), Merger Agreement (Lacrosse Footwear Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties heretoparties, by action taken by their respective Boards of Directorsthe Parent Board and the Company Board; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Validus Holdings LTD), Merger Agreement (American International Group Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the transactions contemplated hereby by the Company Stockholder ApprovalShareholders, by written agreement of the parties hereto, and by action taken by their respective Boards of Directorsthe Parent Board and Company Board; provided, however, that following approval of the Transactions by the stockholders of the Company, Company Shareholder Approval or Parent Shareholder Approval there shall be no amendment or change to the provisions hereof which by Law would require further shareholder approval by the stockholders of the Company without such approval.
Appears in 3 contracts
Samples: Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Perfumania Holdings, Inc.), Merger Agreement (Parlux Fragrances Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Required Stockholder ApprovalVote, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the Company's stockholders, there shall be no amendment of or change to the provisions hereof which by Law of this Agreement which, pursuant to applicable Law, would require further approval by the Company's stockholders without receipt of the Company without such approval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Merger Agreement (Dts, Inc.), Merger Agreement (SRS Labs Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval the adoption of the Transactions this Agreement by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 3 contracts
Samples: Merger Agreement (Opgen Inc), Merger Agreement (Liposcience Inc), Merger Agreement (Medtox Scientific Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Vote, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders of the CompanyStockholders, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Stockholders without such approval.
Appears in 3 contracts
Samples: Merger Agreement (NightHawk Radiology Holdings Inc), Merger Agreement (Viking Holdings LLC), Merger Agreement (Virtual Radiologic CORP)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors (which in the case of the Company after the Offer Closing shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Hospitality Distribution Inc), Merger Agreement (Cec Entertainment Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (STARLIMS Technologies LTD), Merger Agreement (SBS Technologies Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Watsco Inc), Merger Agreement (Hughes Supply Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalShareholder Approval or Parent Shareholder Approvals, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders shareholders of the CompanyCompany and Parent, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders shareholders of the Company without such approvalor Parent, respectively.
Appears in 2 contracts
Samples: Merger Agreement (Shire PLC), Merger Agreement (New River Pharmaceuticals Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors, with respect to any of the terms contained in this Agreement; provided, however, however that following approval of the Transactions by the stockholders of the Company, Company Stockholder Approval there shall be no amendment or change to the provisions hereof which by Law would require reduce the amount or change the type of consideration into which each Share shall be converted upon consummation of the Merger or other change requiring stockholder approval without further approval by the stockholders of the Company without such approvalCompany.
Appears in 2 contracts
Samples: Merger Agreement (Alcoa Inc), Merger Agreement (Reynolds Metals Co)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder Approvaltransactions contemplated hereby by stockholders of the Company, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (which in the case of the Company after the Purchase Date shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval of the Transactions transactions contemplated hereby by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require further stockholder approval by the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Gmi Merger Corp), Merger Agreement (Guilford Mills Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, Shareholder Approval by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, provided that following approval of the Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Hilb Rogal & Hobbs Co), Merger Agreement (Willis Group Holdings LTD)
Amendment or Supplement. At any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company and Parent with respect to any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directorsterms contained in this Agreement; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require with respect to any matter not permitted under applicable law without further approval by the stockholders of the Company without unless such approvalapproval is first obtained.
Appears in 2 contracts
Samples: Merger Agreement (Universal Outdoor Holdings Inc), Merger Agreement (Clear Channel Communications Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, provided that following approval the receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Fremont Michigan Insuracorp Inc), Merger Agreement (Nymagic Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder Approvaltransactions contemplated hereby by stockholders of the Company, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (which in the case of the Company after the Purchase Date shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quixote Corp), Merger Agreement (Quixote Corp)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by hereto upon action taken by their respective Boards of DirectorsDirectors (which in the case of the Company after the Acceptance Time shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law or in accordance with the rules of any relevant stock exchange would require further approval by any of the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Galderma Laboratories, Inc.), Merger Agreement (Collagenex Pharmaceuticals Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Company’s shareholders without such approval.
Appears in 2 contracts
Samples: Merger Agreement (CHS Inc), Merger Agreement (Newport Corp)
Amendment or Supplement. At any time prior to the Effective Time, this This Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards boards of Directors; provideddirectors, however, that following at any time before or after approval of the Transactions by matters presented in connection with the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval Mergers by the stockholders of the Company without or the shareholders of Parent, but, after any such approval, no amendment shall be made which by Law requires further approval by such stockholders or shareholders or which reduces the Merger Consideration or adversely affects the holders of Company Common Stock, without approval by such holders.
Appears in 2 contracts
Amendment or Supplement. At any time before or after approval of this Agreement by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company, News Corp. and Merger Sub with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof supplement which by Law would require law requires further approval by such stockholders without further approval by the stockholders of the Company without such approvalCompany.
Appears in 2 contracts
Samples: Merger Agreement (Heritage Media Corp), Merger Agreement (HMC Acquisition Corp /De/)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of duly authorized officers of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Medco Health Solutions Inc), Merger Agreement (Polymedica Corp)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, only by written agreement of the parties hereto, approved by action taken by their respective Boards of Directorsthe Parent Board and the Company Board; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders holders of the Company Shares without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Hartford Financial Services Group Inc/De), Merger Agreement (Navigators Group Inc)
Amendment or Supplement. At any time prior to the First-Step Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions First-Step Merger and this Agreement by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Flagstone Reinsurance Holdings, S.A.), Merger Agreement (Validus Holdings LTD)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which that by Law would require further approval by the stockholders of the Company or without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Bravo Holdco), Merger Agreement (Broadvision Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder Approvaltransactions contemplated hereby by stockholders of the Company, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (or Special Committee); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
Amendment or Supplement. At This Agreement may be amended, modified or supplemented by the Parties hereto at any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsApproval has been obtained; provided, however, that following approval (i) any such amendment, modification or supplement shall be in a writing specifically designated as an amendment hereto and signed on behalf of each of the Transactions by Parties and (ii) after the stockholders of the CompanyCompany Stockholder Approval has been obtained, there no amendment shall be no amendment or change made that pursuant to the provisions hereof which by applicable Law would require requires further approval or adoption by the stockholders of the Company without such approvalfurther approval or adoption.
Appears in 2 contracts
Samples: Merger Agreement (Borgwarner Inc), Merger Agreement (Remy International, Inc.)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (which in the case of the Company after the Offer Closing shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Verizon Communications Inc), Merger Agreement (Terremark Worldwide Inc.)
Amendment or Supplement. At any time before or after approval of this Agreement and the Transactions by the shareholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company (subject to Section 1.4(b)) and the Parent with respect to any and all respectsof the terms contained in this Agreement, whether before or after receipt except that following approval by the shareholders of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof supplement which by Law would require requires further approval by such shareholders without further approval by the stockholders shareholders of the Company without such approvalCompany.
Appears in 2 contracts
Samples: Merger Agreement (Recovery Engineering Inc), Merger Agreement (Procter & Gamble Co)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval or the Parent Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and this Agreement by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Montpelier Re Holdings LTD), Merger Agreement (Endurance Specialty Holdings LTD)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Required Company Stockholder ApprovalVote, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the Company’s stockholders, there shall be no amendment of or change to the provisions hereof which by Law of this Agreement which, pursuant to applicable Law, would require further approval by the Company’s stockholders without receipt of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Wok Acquisition Corp.), Merger Agreement (P F Changs China Bistro Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Merger and the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Bioveris Corp), Merger Agreement (Roche Holding LTD)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval of this Agreement or the Transactions by the stockholders of the Company without such approvalCompany.
Appears in 2 contracts
Samples: Merger Agreement (Asset Acceptance Capital Corp), Merger Agreement (Encore Capital Group Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, respects by written agreement of the parties Parties hereto, by action taken or authorized by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall will be no amendment or change to the provisions hereof which of this Agreement that by Law would require further approval by the Company stockholders of the Company without unless such approvalapproval is obtained.
Appears in 2 contracts
Samples: Merger Agreement (Midstates Petroleum Company, Inc.), Merger Agreement (Amplify Energy Corp)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, if applicable, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval if the adoption of this Agreement by the stockholders of the Transactions Company is required by applicable Law, then following the adoption of this Agreement by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Orchid Cellmark Inc), Merger Agreement (Monogram Biosciences, Inc.)
Amendment or Supplement. At any time prior to the Effective Time, this This Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards boards of Directors; provideddirectors at any time before or after the Target Stockholder Approval, howeverbut, that following approval of the Transactions by the stockholders of the Companyafter any such approval, there no amendment shall be no amendment or change to the provisions hereof made which by Law would require or in accordance with the rules of any relevant stock exchange requires further approval by the stockholders Target Stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Company without such approvalparties hereto.
Appears in 2 contracts
Samples: Merger Agreement (Geo Group Inc), Merger Agreement (Cornell Companies Inc)
Amendment or Supplement. At any time before or after Company Stockholder Approval and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company and Newco with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require law or in accordance with the rules of any relevant stock exchange requires further approval by the such stockholders of the Company without such approvalfurther approval nor any amendment or change not permitted under applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Capricorn Investors Iii L P), Merger Agreement (Tcby Enterprises Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto authorized by action taken by their respective Boards boards of Directorsdirectors (which in the case of the Company after the Offer Closing shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Precision Castparts Corp), Merger Agreement (Titanium Metals Corp)
Amendment or Supplement. At any time before or after approval of the matters presented in connection with the Merger by the respective stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in any by written agreement executed and all respects, whether before or after receipt delivered by duly authorized officers of the Company Stockholder Approval, by written agreement and Parent with respect to any of the parties heretoterms contained in this Agreement, by action taken by their respective Boards of Directors; provided, however, except that following approval the adoption of the Transactions this Agreement by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require or in accordance with the rules of any relevant stock exchange requires further approval by the such stockholders of the Company without such further approval.
Appears in 2 contracts
Samples: Merger Agreement (At&t Inc.), Merger Agreement (Centennial Communications Corp /De)
Amendment or Supplement. At any time before or after approval of this Agreement by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require with respect to the Common Exchange Ratio provided herein nor any amendment or change not permitted under applicable law, without further approval by the stockholders of the Company without such approvalCompany.
Appears in 2 contracts
Samples: Merger Agreement (Teletech Holdings Inc), Merger Agreement (Newgen Results Corp)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Vote, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders of the CompanyShareholders, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Shareholders without such approval.
Appears in 2 contracts
Samples: Merger Agreement (API Technologies Corp.), Merger Agreement (Spectrum Control Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Ladish Co Inc), Merger Agreement (Allegheny Technologies Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalApprovals, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors, in the case of the Company and Merger Sub, and its general partner, in the case of Parent; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approvals, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Internet Brands, Inc.), Merger Agreement (Getty Images Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Unitholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and the other transactions contemplated hereunder by the stockholders Unitholders of the Company, there shall be no amendment or change to the provisions hereof of this Agreement which by Law would require further approval by the stockholders Unitholders of the Company without such approval.
Appears in 2 contracts
Samples: Merger Agreement (Copano Energy, L.L.C.), Merger Agreement (Kinder Morgan Energy Partners L P)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; providedPROVIDED, howeverHOWEVER, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Samples: Merger Agreement (Ionics Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, respects by written agreement of Parent, LLC Sub, Merger Sub, the parties heretoCompany and the Stockholder Representative, by action taken by their respective Boards boards of Directors; provideddirectors or managers, howeverif applicable, so long as no amendment that following requires stockholder approval under applicable Laws shall be made without the requisite approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalstockholders.
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Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany and Merger Sub, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalor Merger Sub.
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Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the CompanyCompany Shareholders, there shall be no amendment of or change to the provisions hereof of this Agreement which by Law would require further approval by the stockholders of the Company Shareholders without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, if required by applicable Law, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalCompany.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (in the case of the Company, acting upon recommendation of the Special Committee); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Samples: Merger Agreement (J Crew Group Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and the other transactions contemplated hereunder by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof of this Agreement which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and this Agreement by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 1 contract
Samples: Merger Agreement (Endurance Specialty Holdings LTD)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors, subject to Section 1.5; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of the Transactions by the holders of Company Stockholder ApprovalCommon Stock, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsParties; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by applicable Law or in accordance with the rules of any relevant self regulatory organization would require further approval by the stockholders holders of the Company Common Stock without such further approval.
Appears in 1 contract
Samples: Merger Agreement (Energy East Corp)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval of this Agreement or the Transactions by the stockholders of the Company without such further approval.
Appears in 1 contract
Samples: Merger Agreement (Zygo Corp)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Samples: Merger Agreement (Authentec Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Vote, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and this Agreement by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Shareholder Approvals, only by written agreement of the parties hereto, by action taken by their respective Boards of Directorsthe Parent Board and the Company Board; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyRequired Shareholder Approvals, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders holders of the Company Shares without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of all of the parties hereto, by action taken approved by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Stockholders without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto authorized by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Company Merger Effective Time, this Agreement may be amended or supplemented in any and all respects; provided that, whether before any amendment or after supplement to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of each of the parties hereto; provided, further, that following receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalCompany.
Appears in 1 contract
Samples: Merger Agreement (Radius Global Infrastructure, Inc.)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respectssupplemented, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken upon approval by their respective Boards of DirectorsDirectors (or similar governing body); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this This Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards boards of Directors; provideddirectors or directors, howeveras applicable, that following approval of at any time before or after the Transactions by the stockholders of the CompanyTarget Stockholder Approval, there but, after any such approval, no amendment shall be no amendment or change to the provisions hereof made which by Law would require or in accordance with the rules of any relevant stock exchange requires further approval by the stockholders Target Stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Company without such approvalparties hereto.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, authorized by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof shall be made which by Law would require further approval by the stockholders of the Company Stockholders without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors (in the case of the Company, acting upon recommendation of the Special Committee); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time before or after approval of this Agreement by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company and the Parent with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof supplement which by Law would require requires further approval by such stockholders without further approval by the stockholders of the Company without such approvalCompany.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such stockholder approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder Approvaltransactions contemplated hereby by stockholders of the Company, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (which in the case of the Company after the Acceptance Date shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Vote, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions Merger by the stockholders of the CompanyStockholders, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Stockholders without such approval.
Appears in 1 contract
Samples: Merger Agreement (Nortek Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, respects by written agreement of Parent, Merger Sub, the parties heretoCompany and the Stockholder Representative, by action taken by their respective Boards of Directors; provided, howeverif applicable, so long as no amendment that following requires stockholder approval under applicable Laws shall be made without the requisite approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalstockholders.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, respects by written agreement of Parent, the parties hereto, by action taken by their respective Boards of DirectorsCompany and the Shareholders’ Representative; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, Parties hereto and delivered by action taken by their duly authorized officers of the respective Boards of DirectorsParties; provided, however, that (a) following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approvalapproval and (b) after the Effective Time, this Agreement may not be amended or supplemented in any respect.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and this Agreement by the stockholders of the CompanyRegistered Shareholders, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Registered Shareholders without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time before or after approval of the matters presented in connection with the Merger by the respective stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement executed and delivered by the parties hereto with respect to any of the parties heretoterms contained in this Agreement, by action taken by their respective Boards of Directors; provided, however, except that following approval the adoption of the Transactions this Agreement by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require or in accordance with the rules of any relevant stock exchange requires further approval by the such stockholders of the Company without such further approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors or any committee thereof; provided, however, that following approval of the Merger Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.
Appears in 1 contract
Samples: Merger Agreement (Jo-Ann Stores Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalapproval having first been obtained.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder ApprovalTransactions by Shareholders, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions by the stockholders of the CompanyShareholders, there shall be no amendment or change to the provisions hereof which that by Law would require further shareholder approval by the stockholders of the Company without such approval.
Appears in 1 contract
Samples: Merger Agreement (Proquest Co)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Securityholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany Securityholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Arrangement Securityholders without such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of the parties hereto.
Appears in 1 contract
Samples: Acquisition Agreement (Taleo Corp)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directorsparties; provided, however, that following approval adoption of the Transactions this Agreement by the stockholders of the Company, there shall be no amendment or change to the provisions hereof of this Agreement which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time before or after approval of this Agreement by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company, News Corp. and Fox with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof supplement which by Law would require law requires further approval by such stockholders without further approval by the stockholders of the Company without such approvalCompany.
Appears in 1 contract
Samples: Merger Agreement (New World Communications Group Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, authorized by action taken by their respective Boards of DirectorsDirectors or equivalent body; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof shall be made which by Law applicable Laws would require further approval by the stockholders of the Company Holders without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Required Stockholder ApprovalVote, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the Company’s stockholders, there shall be no amendment of or change to the provisions hereof which by Law of this Agreement which, pursuant to applicable Legal Requirements, would require further approval by the Company’s stockholders without receipt of the Company without such approval.
Appears in 1 contract
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of the Merger by the holders of Company Stockholder ApprovalCommon Stock, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law or in accordance with the rules of any relevant stock exchange would require further approval by the stockholders holders of the Company Common Stock without such approval.
Appears in 1 contract
Samples: Merger Agreement (Mc Shipping Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after the receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto authorized by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Samples: Merger Agreement (Nts, Inc.)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (or similar governing body); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
Appears in 1 contract
Samples: Merger Agreement (Autoinfo Inc)
Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions transactions contemplated hereby by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.
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