Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Acquisition Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, that no such amendment, modification or waiver by the Company shall be effective unless it is authorized by the Special Committee; and provided, further, that after the Company Shareholder Approval has been obtained, there shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders without such further approval. (b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equity.
Appears in 2 contracts
Samples: Merger Agreement (Shopko Stores Inc), Merger Agreement (Shopko Stores Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Acquisition Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, that no such amendment, modification or waiver by the Company shall be effective unless it is authorized by the Special CommitteeCompany Board; and provided, further, that that, after the Company Shareholder Stockholder Approval has been obtained, there shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders ’s stockholders without first obtaining such further approval.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equity.
Appears in 2 contracts
Samples: Merger Agreement (Allied Healthcare International Inc), Merger Agreement (Tripath Imaging Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent Company and Acquisition Sub K Holdings or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, provided that no such amendment, modification or waiver by the Company shall be effective unless it is authorized by the Special Committee; and provided, further, provided further that after the Company Shareholder Approval has been obtainedapproval of the Charter Amendment and the Reclassification by the stockholders of the Company, there no such amendment shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders without such further approvalexcept as allowed under applicable law.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equitylaw.
Appears in 2 contracts
Samples: Agreement and Plan of Recapitalization (Nortek Inc), Agreement and Plan of Recapitalization (Nortek Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties heretoStockholders' Representative (on behalf of the Xxxxx Stockholders and Third Party Stockholders), by action taken by or authorized by their respective Boards the Management Representative (on behalf of Directors, prior to the Closing Date Management Stockholders and the Option Sellers) and Buyer if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Buyer, the Company, Parent Stockholder's Representative and Acquisition Sub the Management Representative or, in the case of a waiver, by the party against whom the waiver is to be effective; providedprovided that, that no in order to (x) amend Section 2.4, ARTICLE IX, Section 10.2 or Section 10.4, (y) to change the relative portions of the Purchase Price payable to any Seller pursuant to ARTICLE II hereof or (z) to take any action with the intent to discriminate against any Seller or Option Seller who is a party to this Agreement, the consent of each Seller or Option Seller who is a party to this Agreement being adversely effected by such amendment, modification reduction or waiver by the Company discrimination shall be effective unless it is authorized by the Special Committee; and provided, further, that after the Company Shareholder Approval has been obtained, there shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders without such further approvalrequired.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equityLaw.
Appears in 1 contract
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Acquisition Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, that no such amendment, modification or waiver by the Company shall be effective unless it is authorized by the Special CommitteeCompany Board; and provided, further, that that, after the Company Shareholder Stockholder Approval has been obtained, there shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders stockholders without such further approval.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equity.
Appears in 1 contract
Samples: Merger Agreement (Ceres Group Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards Board of Directors, prior to the Closing Effective Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Company and Parent and Acquisition Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, provided that no such amendment, modification or waiver approval by the Company of any amendment or waiver to this Agreement after the purchase by Parent or Purchaser of any shares of Company Common Stock pursuant to the Arrangement shall be effective unless it is authorized subject to the provisions of Section 2.03(a); provided further, however, that, after the approval of this Agreement by the Special Committee; and providedCompany Securityholders, further, that after the Company Shareholder Approval has been obtained, there no such amendment shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders without such further approvalexcept as allowed under applicable Law.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equitylaw.
Appears in 1 contract
Samples: Pre Merger Agreement (Dynacare Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards Board of Directors, prior to the Closing Date Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Company and Parent and Acquisition Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, provided that no such amendment, modification or waiver approval by the Company of any amendment or waiver to this Agreement after the purchase by Parent or Merger Sub of any shares of Company Common Stock in the Offer shall be effective unless it is authorized subject to the provisions of Section 2.03(a); provided further, however, that, after the approval of this Agreement by the Special Committee; and providedstockholders of the Company, further, that after the Company Shareholder Approval has been obtained, there no such amendment shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders without such further approvalexcept as allowed under applicable Law.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equitylaw.
Appears in 1 contract
Samples: Merger Agreement (Unilab Corp /De/)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards Board of Directors, prior to the Closing Date Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent Buyer, Merger Subsidiary and Acquisition Sub or, the Continuing Stockholders and in the case of a waiver, by the party against whom the waiver is to be effective; provided, provided however that no Princes Gate, Acorn Partnership, PGI, PGI Sweden and Opel agree that PG Investors, Inc. is authorized to act as their agent and consent to any such amendment, modification or waiver by the Company shall be effective unless it is authorized by the Special Committeeon their behalf; and provided, further, that after the Company Shareholder Approval has been obtainedadoption of this Agreement by the stockholders of the Company, there no such amendment shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders without such further approvalexcept as allowed under applicable law.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equitylaw.
Appears in 1 contract
Samples: Merger Agreement (PCS Holding Corp)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent Holding and Acquisition Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, provided that no such amendment, modification or waiver by the Company shall be effective unless it is authorized by the Special Committee; and providedprovided further that, further, that after the Company Shareholder Approval has been obtainedapproval of the Agreement and the Merger by the stockholders of the Company, there shall not be made any amendment that by Applicable Law or rule of law requires the NYSE requires further approval by the Company's shareholders such stockholders without such further approval.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equitylaw.
Appears in 1 contract
Samples: Merger Agreement (Bway Corp)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Acquisition Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, that no such amendment, modification or waiver by the Company shall be effective unless it is authorized by the Special CommitteeCompany Board; and provided, further, that that, after the Company Shareholder Stockholder Approval has been obtained, there shall not be made any amendment that by Applicable Law or rule of the NYSE requires further approval by the Company's shareholders ’s stockholders without such further approval.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equity.
Appears in 1 contract
Samples: Merger Agreement (Great American Financial Resources Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Boards Board of DirectorsDirectors or Board of Managers, as the case may be, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent Parent, Holding Corp. and Acquisition Sub or, in the case of a waiver, by the party against whom the waiver is to be effective; provided, provided that no such amendment, modification or waiver by the Company shall be effective unless it is authorized by the Special Committee; and provided, further, that that, after the Company Shareholder Approval has been obtainedapproval of the Agreement and the Merger by the stockholders of the Company, there shall not be made any amendment that by Applicable Law (i) affects the nature or rule amount of Merger Consideration per share or the manner or timing of the NYSE payment thereof, (2) affects the nature or amount of any fee or expense required to be paid under Article VII or the party responsible for any such amount, or (3) by law requires the further approval by such stockholders, in each case without such further approval by the stockholders of the Company's shareholders without such further approval.
(b) No failure or delay by any party in exercising any right, power or privilege 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, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or in equitylaw.
Appears in 1 contract