Common use of Amendment; Waivers, etc Clause in Contracts

Amendment; Waivers, etc. This Agreement may be amended by Parent, Merger Sub and the Shareholder at any time before adoption of the Merger Agreement by the shareholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by the Shareholder without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub and the Shareholder. At any time prior to the Effective Time, Parent, Merger Sub and the Shareholder may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or 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 to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and the Shareholder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent, Merger Sub or the Shareholder to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Appears in 7 contracts

Samples: Voting Agreement (MEDecision, Inc.), Voting Agreement (MEDecision, Inc.), Voting Agreement (MEDecision, Inc.)

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Amendment; Waivers, etc. This Agreement may be amended by Parent, Merger Sub and the Shareholder Shareholders at any time before or after adoption of the Merger Agreement by the shareholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by the Shareholder such Shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub and the ShareholderShareholders. At any time prior to the Effective Time, Parent, Merger Sub and the Shareholder Shareholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or 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 to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and the Shareholder Shareholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent, Merger Sub Parent or the Shareholder Shareholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Appears in 3 contracts

Samples: Voting Agreement (Remedytemp Inc), Voting Agreement (Koosharem CORP), Voting Agreement (Koosharem CORP)

Amendment; Waivers, etc. This Agreement may be amended by Parent, Merger Sub and the Shareholder Stockholders at any time before adoption of the Merger Agreement by the shareholders stockholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by the Shareholder such Stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub and the ShareholderStockholders. At any time prior to the Effective Time, Parent, Merger Sub and the Shareholder Stockholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or 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 to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and the Shareholder Stockholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent, Merger Sub Parent or the Shareholder Stockholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Appears in 3 contracts

Samples: Voting Agreement (Heist Charles H), Voting Agreement (Inforte Corp), Voting Agreement (Ablest Inc)

Amendment; Waivers, etc. This Agreement may be amended by Parent, Merger Sub Spinco and the Shareholder Stockholders at any time before or after adoption of the Merger Agreement by the shareholders stockholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law Law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by the Shareholder such stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub Spinco and the ShareholderStockholders. At any time prior to the Effective Time, Parent, Merger Sub Spinco and the Shareholder Stockholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or 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 to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and Spinco or the Shareholder Stockholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent, Merger Sub Spinco or the Shareholder Stockholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Appears in 1 contract

Samples: Voting Agreement (Alltel Corp)

Amendment; Waivers, etc. This Agreement may be amended by Parent, Merger Sub Holdings and the Shareholder Shareholders at any time before or after adoption of the Merger Agreement by the shareholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by the Shareholder such shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub Holdings and the ShareholderShareholders. At any time prior to the Effective Time, Parent, Merger Sub Holdings and the Shareholder Shareholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or 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 to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and Holdings or the Shareholder Shareholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent, Merger Sub Holdings or the Shareholder Shareholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Appears in 1 contract

Samples: Voting Agreement (Dave & Busters Inc)

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Amendment; Waivers, etc. This Agreement may be amended by Parent, Merger Sub and the Shareholder Stockholders at any time before or after adoption of the Merger Agreement by the shareholders stockholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law Law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by the Shareholder such stockholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub and the ShareholderStockholders. At any time prior to the Effective Time, Parent, Merger Sub and the Shareholder Stockholders may, to the extent legally allowedpermitted, (i) extend the time for the performance of any of the obligations or 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 to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and or the Shareholder Stockholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent, Merger Sub or the Shareholder Stockholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Appears in 1 contract

Samples: Voting Agreement (PAETEC Holding Corp.)

Amendment; Waivers, etc. This Agreement may be amended by Parent, Merger Sub and the Shareholder at any time before or after adoption of the Merger Agreement by the shareholders of the Company; provided, however, that after such adoption, no amendment shall be made that by law or in accordance with the rules of any relevant stock exchange or automated inter-dealer quotation system requires further approval by the Shareholder such Shareholders without such further approval. This Agreement may not be amended except by an instrument in writing signed by Parent, Merger Sub and the Shareholder. At any time prior to the Effective Time, Parent, Merger Sub and the Shareholder Shareholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or 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 to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided, however, that no failure or delay by Parent, Merger Sub and the Shareholder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Parent, Merger Sub Parent or the Shareholder to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Appears in 1 contract

Samples: Voting Agreement (Koosharem CORP)

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