Common use of Amendments; No Waivers Clause in Contracts

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Multilink Technology Corp), Agreement and Plan of Merger (Netiq Corp), Agreement and Plan of Merger (Webtrends Corp)

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Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time Closing Date if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the Company's shareholders of Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the Company.

Appears in 3 contracts

Samples: Share Purchase Agreement (Cypress Capital Advisors LLC), Share Purchase Agreement (Collins & Aikman Corp), Share Purchase Agreement (Heartland Industrial Partners L P)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided PROVIDED that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the Company.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Thomas & Betts Corp), Agreement and Plan of Merger (Afc Cable Systems Inc), Agreement and Plan of Merger (Afc Cable Systems Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any the shares of capital stock of CompanyCompany Stock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pulliam Myrta J), Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Gannett Co Inc /De/)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the shareholders stockholders of Company and without their further approvalthe Company, no such amendment or waiver shall shall, without the further approval of such stockholders, reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tandem Computers Inc /De/), Agreement and Plan of Merger (Compaq Computer Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the shareholders holders of Company and without their further approvalCommon Stock, no such amendment or waiver shall shall, without the further approval of such stockholders, reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compaq Computer Corp), Agreement and Plan of Merger (Digital Equipment Corp)

Amendments; No Waivers. (a) Any Except as may otherwise be provided herein, any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement the Company or Target or, in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, after the adoption of this Agreement by the shareholders of Company and without their further approval, that no such amendment or waiver shall reduce shall, without the further approval of such stockholders, alter or change (i) the amount or change the kind of consideration to be received in exchange for any shares of capital stock of Companythe Company or Target or (ii) any of the terms or conditions of this Agreement if such alteration or change could adversely affect the holders of any shares of capital stock of the Company or Target.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alpine Alpha 3, Ltd.), Agreement and Plan of Merger (American Retail Group, Inc.)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of Company Stockholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of Companythe Company or change the certificate of incorporation of the Surviving Corporation.

Appears in 2 contracts

Samples: Recapitalization Agreement (Mascotech Inc), Recapitalization Agreement (Mascotech Inc)

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Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of Company Shareholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netiq Corp)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, the Company and Parent or in the case of a waiver, by each the party against whom the waiver is to be effective; provided, provided that, after the adoption of this Agreement by the shareholders of Company and without their further approval, that no such amendment or waiver shall reduce shall, without the approval of the shareholders of the Company (by the vote required to approve the Merger), alter or change (i) the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the Company, or (ii) any of the principal terms of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Santa Barbara Restaurant Group Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any the shares of capital stock of CompanyCompany Stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Affymetrix Inc)

Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of Company Stockholders and without their further approval, no such 66 amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of CompanyCompany Common Stock.

Appears in 1 contract

Samples: Agreement and Plan Of (Ventro Corp)

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