Common use of Amendments; No Waivers Clause in Contracts

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 Acquirer and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or Company, (ii) any term of the certificate of incorporation of Parentthe Surviving Corporation or (iii) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Closing if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyBracknell, Parent Subco and Merger SubsidiaryAble or, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that (i) any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver and (ii) after the adoption of this Agreement by the stockholders of the CompanyAble, no such amendment or waiver shall, without the further approval of such stockholdersstockholders and each party's Board of Directors, alter or change (ix) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or Able, (iiy) any term of the certificate of incorporation of Parentthe Surviving Corporation, or (z) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of Able. (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.

Amendments; No Waivers. (a) Any provision of this Agreement hereof (including the Exhibits and Schedules heretoCompany Disclosure Letter, the Parent Disclosure Letter) may be amended or waived prior to the Effective Time at any time prior to or after the receipt of the Company Shareholder Approval, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, however, that after the adoption receipt of this Agreement Company Shareholder Approval, if any such amendment or waiver shall by Law or in accordance with the stockholders rules and regulations of the applicable national securities exchange require further approval of the shareholders of the Company, no the effectiveness of such amendment or waiver shall, without shall be subject to the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock shareholders of the Company or (ii) any term of the certificate of incorporation of ParentCompany. (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 Subject to Section 8.3(d), the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger SubsidiarySub, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the CompanyCompany Stockholder Approval, no such amendment or waiver shall, without the further approval of such stockholdersCompany Stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for Merger Consideration or (ii) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of ParentCompany. (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.

Amendments; No Waivers. (a) Any Subject to Section 2.5(b), any provision of this Agreement (including and the Exhibits and Schedules hereto) A to E thereto may be amended or waived prior to the Effective Time if, if and only if, if such amendment or waiver is in writing and signed, in the case of an amendment, by both Members and the Company, Parent and Merger Subsidiary, or in the case of a waiver, by the party Member against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of effective and the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. (b) Any provision of Exhibit F may be amended or waived if and only if such amendment or waiver is in writing and signed, in the case of an amendment, by both Members, the Limited Member, and the Company, or in the case of a waiver, by the Member or Limited Member against whom the waiver is to be effective and the Company. (c) No waiver by a Member or the Company of any default or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default or breach of covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. No failure or delay by any a 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 Except as otherwise expressly provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Stock Purchase Closing if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent Purchaser and Merger SubsidiaryStockholder or, or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, however, that after the adoption of this Agreement by the stockholders of the Company, there shall be made no such amendment or waiver shall, that by Law requires further approval by the Company's stockholders without obtaining the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. (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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyLandCare, Parent ServiceMaster and Merger Subsidiary, Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the CompanyLandCare, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or Shares (ii) any term of the certificate of incorporation of Parentexcept as contemplated by Section 1.02(b)). (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.

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

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyUCC, Parent IP and Merger Subsidiary, MergerSub or in the case of a waiver, by the party against whom the waiver is to be effective; provided that (i) after the adoption of this Agreement by the stockholders of the CompanyUCC Shareholder Approval, no such amendment or waiver shall, without the further approval of such stockholdersshareholders, alter be made that would require such approval under any applicable law, rule or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or regulation and (ii) after the IP Shareholder Approval, no such amendment or waiver shall, without the further approval of such shareholders, be made that would require such approval under any term of the certificate of incorporation of Parentapplicable law, rule or regulation. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time at any time prior to or after the receipt of the Required Preview Vote, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanySabre, Parent Preview and Merger SubsidiaryXxxxxxxxxxx.xxx, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders receipt of the CompanyRequired Preview Vote, no if any such amendment or waiver shall, without shall by law or in accordance with the rules and regulations of any relevant securities exchange requires further approval of such stockholders, alter the effectiveness of such amendment or change (i) waiver shall be subject to obtaining the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Companyeach party to this Agreement or, Parent and Merger Subsidiary, or in the case of a waiver, by the each party against whom the waiver is to be effective; , provided that that, after the adoption of this Agreement by the stockholders of the CompanyCompany and without their further approval, no such amendment or waiver shall, without the further approval of such stockholders, shall alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate terms or conditions of incorporation this Agreement if such alteration or change would adversely affect the holders of Parentany shares of capital stock of the Company. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time 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 Seller and Merger SubsidiaryPurchaser, or in the case of a waiver, by the party Party against whom the waiver is to be effective; provided that after . Each Party hereby acknowledges and agrees that, notwithstanding the adoption of entrance into this Agreement by the stockholders Parties and the restatement of the CompanyOriginal Agreement hereby, no such amendment or waiver shallthe Seller Payment Guarantee and the Purchaser Corporate Guarantee, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock each executed and delivered as of the Company or (ii) any term date of the certificate Original Agreement, shall each remain in full force and effect pursuant to the terms and conditions of incorporation of Parenteach thereof. (b) No failure or delay by any party 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 lawat Law or in equity.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time at any time prior to or after the receipt of the Parent Stockholder Approval and/or the Company Stockholder Approval, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption receipt of this Agreement by the stockholders of the Companyany such approval, no if any such amendment or waiver shall, without shall by law or in accordance with the rules and regulations of any relevant securities exchange requires further approval of such stockholders, alter the effectiveness of such amendment or change (i) waiver shall be subject to the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits Company Disclosure Letter and Schedules heretothe Parent Disclosure Letter) may be amended or waived prior to the 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 Parent, Buyer and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, however, that after the adoption of this Agreement by the stockholders receipt of the CompanyCompany Shareholder Approval or the Parent Share Issuance Approval, no as applicable, if any such amendment or waiver shall, without shall by Law or in accordance with the rules and regulations of any relevant securities exchange or market require further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock shareholders of the Company or (ii) any term Parent, the effectiveness of such amendment or waiver shall be subject to the certificate of incorporation of Parentnecessary shareholder 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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Companyeach party to this Agreement or, Parent and Merger Subsidiary, or in the case of a waiver, by the each party against whom the waiver is to be effective; provided that . Notwithstanding anything in this Agreement to the contrary, during the period from and after the adoption date hereof but prior to the Effective Time, the Board of Directors of the Company shall delegate to the Special Committee, the sole responsibility for (i) any amendment or modification of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock on behalf of the Company or and (ii) any term waiver of any of the certificate of incorporation of ParentCompany's rights or remedies hereunder. No amendment to this Agreement shall be effective without being approved by the Special Committee. (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

Amendments; No Waivers. (a) Any provision of this This Agreement (including the Exhibits and Schedules hereto) may be amended by the parties hereto, by duly authorized action taken, at any time before or waived prior after obtaining the ARS Stockholder Approval, but, after the purchase of ARS Shares pursuant to the Effective Time ifOffer, and only ifno amendment shall be made which decreases the Merger Consideration and, after the ARS Stockholder Approval, no amendment shall be made which by law requires further approval by such amendment or waiver is stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing and signedsigned on behalf of each of the Parties hereto or, in the case of an amendment, by the Company, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after . Following the adoption election or appointment of the designees of Acquisition Subsidiary pursuant to Section 6.7 and prior to the Effective Time, this Agreement by the stockholders of the Company, no such amendment shall not be amended or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentterminated. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Time, if, and only if, such the amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent Company and Merger Subsidiary, Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; provided that (i) after the adoption of this Agreement by the stockholders of the CompanyCompany Stockholder Approval, no such amendment or waiver shall, without the further approval of the Stockholders, be made that would require such stockholdersapproval under any applicable law, alter rule or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or regulation and (ii) any term after the Acquiror Stockholder Approval, no such amendment or waiver shall, without the further approval of the certificate of incorporation of ParentStockholders, be made that would require such approval under any applicable law, rule or regulation. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, Sub or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shallshall be effective if it requires further stockholder approval under applicable law, without unless the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentrequisite stockholders under applicable law has been obtained. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Companyeach party to this Agreement or, Parent and Merger Subsidiary, or in the case of a waiver, by the each party against whom the waiver is to be effective; provided that . Notwithstanding anything in this Agreement to the contrary, during the period from and after the adoption date hereof but prior to the Effective Time, the Independent Directors (as defined in the Merger Agreement) are required to approve (i) any amendment or modification of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock on behalf of the Company or and (ii) any term waiver of any of the certificate of incorporation of ParentCompany’s rights or remedies hereunder. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyInsilco, Parent ExistingSub and Merger Subsidiary, MergerSub or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement and the Mergers by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) ExistingSub Shares, any term of the certificate of incorporation of Parentthe Surviving Corporation or any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any ExistingSub Shares. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, the Stockholders’ Representative or in the case of a waiver, by the party against whom the waiver is to be effectiveeffective (or, if any such waiver is to be effective against any Principal Stockholder, by the Stockholders’ Representative); provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate terms or conditions of incorporation this Agreement if such alteration or change would adversely affect the rights of Parentthe holders of any shares of capital stock of the Company. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger SubsidiarySellers, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such . Any amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to signed by Agent shall be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentbinding on all Sellers. (b) No waiver by a party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. No failure or delay by any a 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits Appendices and Schedules hereto) may be amended or waived prior to the Effective Time at any time prior to or after the receipt of the Company Stockholder Approval, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger SubsidiaryPurchaser, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders receipt of the CompanyCompany Stockholder Approval, no if any such amendment or waiver shall, without shall by law or in accordance with the rules and regulations of any relevant securities exchange require further approval of such stockholders, alter the effectiveness of such amendment or change (i) waiver shall be subject to the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Merger 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 Yuma, Delaware Merger Subsidiary and Merger SubsidiarySubsidiary or, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after any waiver or amendment shall be effective against a party only if the adoption board of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval directors of such stockholdersparty, alter or change (i) the amount a person authorized to act on behalf of such party, approves such waiver or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentamendment. (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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, Sub or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after . The approval of the adoption Independent Committee shall be required for any consent of the Company referred to in Section 1.1 hereof or elsewhere herein, any amendment or modification of this Agreement Agreement, any extension by the stockholders Company of the time for the performance of any obligations or other acts of Parent or Merger Sub, any waiver of any of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for 's rights under this Agreement and any shares of capital stock of other action by the Company pursuant to or (ii) any term of the certificate of incorporation of Parentwith respect to this Agreement. (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 future 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits hereto and Schedules heretothe Lucent Disclosure Letter and the Alcatel Disclosure Letter) may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyLucent, Parent Alcatel and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the CompanyLucent, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or Lucent, (ii) any term of the certificate articles of incorporation association and by-laws of ParentAlcatel or (iii) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of Lucent. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, that after the adoption of this Agreement by the stockholders of the CompanyCompany or the Parent, no such amendment or waiver shall, without the further 41 approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company Company, or (ii) any term of the certificate principal terms of incorporation of Parentthe Merger. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 Cerner and Merger Subsidiary, DHT or in the case of a waiver, by the party against whom the waiver is to be effective; except any condition which, if not satisfied, would result in the violation of any Law or applicable governmental regulation, which violation would have a DHT Material Adverse Effect or a Cerner Material Adverse Effect and provided that after the adoption of this Agreement by the stockholders of the CompanyDHT Shareholder Approval, no such amendment or waiver shall, without the further approval of such stockholdersshareholders, alter be made that would require such approval under any applicable law, rule or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentregulation. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger SubsidiarySubsidiary or, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that any waiver or amendment shall be effective against a party only if the Board of Directors of such party approves such waiver or amendment; and provided further, however, that after the adoption of this Agreement by the stockholders of the Company, no such amendment amendment, modification or waiver shall, supplement shall be made that changes the consideration payable in the Offer or the Merger or adversely affects the rights of the Company’s stockholders under this Agreement or that otherwise requires further approval of stockholders under applicable Law without the further prior approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. (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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits Company Disclosure Letter and Schedules heretothe Buyer Disclosure Letter) may be amended or waived prior to the 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 Company and Merger SubsidiaryBuyer, or in the case of a waiver, by the party against whom the waiver is to be effectiveeffective and, in the case of an amendment, approved by the board of directors of each of the Company and Buyer; provided provided, however, that after the adoption of this Agreement by the stockholders receipt of the CompanyCompany Shareholder Approval, no if any such amendment or waiver shall, without shall by Law or in accordance with the rules and regulations of any relevant securities exchange or market require further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock shareholders of the Company or (ii) any term Buyer, the effectiveness of such amendment or waiver shall be subject to the certificate of incorporation of Parentnecessary shareholder 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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, signed by the Company, Parent and Merger Subsidiaryall parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that any such amendment and any such waiver by the Company shall have been approved by the Board of Directors of the Company, acting on the recommendation of the Special Committee; and provided, further, that after the adoption of this Agreement by the stockholders shareholders of the Company, no such amendment or waiver shall, without the further approval of such stockholdersshareholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate terms or conditions of incorporation this Agreement if such alteration or change would adversely affect the holders of Parentany shares of capital stock of the Company. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 Parent, Merger Subsidiary 1 and Merger SubsidiarySubsidiary 2, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. Notwithstanding the foregoing, no amendments or modifications to the provisions which the Financing Sources are expressly made third-party beneficiaries pursuant to Section 10.11 shall be permitted in a manner adverse to any Financing Source without the prior written consent of the Financing Sources. (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.

Amendments; No Waivers. (a) Any Subject to applicable law, any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each of the Companyparties hereto or, Parent and Merger Subsidiary, or in the case of a waiver, by the each party against whom the waiver is to be effective; provided that that, after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without shall be made or given that requires the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock stockholders of the Company or (ii) any term of the certificate of incorporation of ParentCompany, unless such required approval is obtained. (b) No failure or delay by any party hereto 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Merger Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyCompany and Buyer or, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by (i) the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (iA) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company, or (B) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company or and (ii) the shareholders of Buyer, no such amendment or waiver shall, without the further approval of such shareholders, alter or change any term of the certificate terms or conditions of incorporation this Agreement if such alteration or change would adversely affect the holders of Parentany shares of capital stock of Buyer. Notwithstanding the foregoing, the provisions of Section 8.01(b) may not be amended or waived. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger SubsidiarySub, or in the case of a waiver, by the party Party against whom the waiver is to be effective; provided provided, however, that after following the adoption receipt of the Company Stockholder Approval, there shall be no amendment to the provisions of this Agreement that by Law would require further approval by the stockholders holders of the Company, no Company Common Stock without such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentapproval. (b) No failure or delay by any party 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the may be made that requires further approval of the Company’s stockholders under applicable Law without such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentfurther 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 lawLaw.

Amendments; No Waivers. (a) Any Subject to the terms of the Agreement, any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Time, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger SubsidiaryPurchaser, or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, that after the adoption receipt of this Agreement by the stockholders of the Companyany such approval, no if any such amendment or waiver shall, without the shall by applicable law requires further approval of such stockholders, alter the effectiveness of such amendment or change (i) waiver shall be subject to the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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.. * * * *

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Closing, 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 Merger Subsidiary, Holdings or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption authorization and approval of this Agreement the Transactions by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) any term of the amount Charter Amendments or kind the By-law Amendments, respectively, if such alteration or change would adversely affect the holders of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of ParentCompany. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Company Disclosure Letter, the Parent Disclosure Letter and the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Time, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, however, that after the adoption receipt of this Agreement Requisite Stockholder Approvals, if any such amendment or waiver shall by Law or in accordance with the stockholders rules and regulations of the applicable national securities exchange require further approval of the shareholders of the Company, no the effectiveness of such amendment or waiver shall, without shall be subject to the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock shareholders of the Company or (ii) any term of the certificate of incorporation of ParentCompany. (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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 Speer and Merger SubsidiaryCorporation or, or in the case of a waiver, by the party against xxxxnst whom the waiver is to be effective; provided that after however, any waiver or amendment shall be effective against a party only if the adoption Board of this Agreement by the stockholders Directors of the Company, no such amendment or waiver shall, without in the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock case of the Company Company, or (ii) any term Speer, in the case of the certificate of incorporation of ParentSpeer or Merger Corporation, approves such waivex xx amendment. (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.

Amendments; No Waivers. (a) Any Except as may otherwise be provided herein, any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided pro vided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, : (i) reduce the Offer Price; (ii) alter or change (i) the amount or kind of consideration Merger Consideration to be received in exchange for the Shares, or (iii) alter or change any of the terms or conditions of this Agreement if such alteration or change could adversely af fect the holders of any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of ParentCompany. (b) No failure or delay by any party in exercising exercis ing 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time 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 the Principal Stockholders, Merger Sub and Merger Subsidiary, Sunrise or in the case of a waiver, by the party against whom the waiver is to be effective; provided that . In addition, any amendment of any provision of this Agreement shall require the approval of the Company and Merger Sub, by action taken or authorized by their respective boards of directors, and may be amended at any time before or after the adoption of this Agreement by the stockholders of the CompanyCompany or Merger Sub, but, after any such adoption, no such amendment or waiver shall, without shall be made which by Law would require the further approval of by such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentstockholders without first obtaining such further approval. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall will operate as a waiver thereof nor shall will 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 will be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Companyeach party to this Agreement or, Parent and Merger Subsidiary, or in the case of a waiver, by the each party against whom the waiver is to be effective; , provided that that, after the adoption of this Agreement by the stockholders of the CompanyCompany and without their further approval, no such amendment or waiver shall, shall be made that requires further approval by the stockholders of the Company pursuant to Delaware Law without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. (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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time at any time prior to or after the receipt of the Company Stockholder Approval, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided PROVIDED that after the adoption receipt of this Agreement by the stockholders of the Companyany such approval, no if any such amendment or waiver shall, without shall by law or in accordance with the rules and regulations of the Amex requires further approval of such stockholders, alter the effectiveness of such amendment or change (i) waiver shall be subject to the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and only if, such by amendment or waiver is in writing and signed, (i) in the case of an amendmentamendment to this Agreement, by the CompanyCompany (approved by the Special Committee), Parent and Merger SubsidiarySub, or (ii) in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, however, that after the adoption of this Agreement by the stockholders receipt of the CompanyRequisite Stockholder Approval, no any proposed amendment that by law would require further stockholder approval (including any such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) that reduces the amount or kind changes the type of consideration to into which each share of Common Sock or Preferred Stock shall be received in exchange for any shares of capital stock converted upon consummation of the Company or (iiMerger) any term of the certificate of incorporation of Parentshall not be effective without such further stockholder approval. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof 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 Except as expressly set forth in Section 8.2, the rights and remedies herein provided shall be cumulative and not exclusive of any other rights or remedies herein provided by lawor available at Law or in equity.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Company Disclosure Letter, the Parent Disclosure Letter and the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Time, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, however, that after the adoption of this Agreement by the stockholders receipt of the CompanyRequisite Shareholder Approval, no if any such amendment or waiver shall, without the shall by Law require further approval of the Company Shareholders, the effectiveness of such stockholders, alter amendment or change (i) waiver shall be subject to the amount or kind of consideration to be received in exchange for any shares of capital stock approval of the Company or (ii) any term of the certificate of incorporation of ParentShareholders. (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 lawLaw.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 Epitope and Merger Subsidiary, STC or in the case of a waiver, by the party against whom the waiver is to be effective; provided that (i) after the adoption of this Agreement by the stockholders of the CompanyEpitope Stockholder Approval, no such amendment or waiver shall, without the further approval of such stockholders, alter be made that would require such approval under any applicable law, rule or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or regulation and (ii) after the STC Stockholder Approval, no such amendment or waiver shall, without the further approval of such stockholders, be made that would require such approval under any term of the certificate of incorporation of Parentapplicable law, rule or regulation. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided PROVIDED that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parent. (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.

Amendments; No Waivers. (a) Any provision pro- vision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyCom- pany, Parent and Merger Subsidiary, Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided pro- vided that after the adoption of this Agreement by the stockholders share- holders of the Company, no such amendment or waiver shall, without the further approval of such stockholdersshareholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company Company, or (ii) any term of the certificate principal terms of incorporation of Parentthe Merger. (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 rem- edies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits Company Disclosure Letter and Schedules heretothe Buyer Disclosure Letter) may be amended or waived prior to the 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 and Merger SubsidiaryMergerCo, or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, however, that after the adoption receipt of this Agreement the Company Stockholder Approval, if any such amendment or waiver shall by Law or in accordance with the rules and regulations of any relevant securities exchange or market require further approval of the stockholders of the CompanyCompany or Buyer, no the effectiveness of such amendment or waiver shall, without shall be subject to the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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 lawLaw.

Amendments; No Waivers. (a) Any provision of this ---------------------- Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the -------- adoption of this Agreement by the stockholders shareholders of the Company, no such amendment or waiver shall, without the further approval of such stockholdersshareholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company Company, or (ii) any term of the certificate principal terms of incorporation of Parentthe Merger. (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.

Amendments; No Waivers. (a) Any provision of this ---------------------- Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided provided, however, that after the adoption stockholder approval of this Agreement at the Company Stockholder Meeting (if applicable), no amendment shall be made which by law requires further approval by the stockholders of the Company, no Company without such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentapproval. (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 privilegeprivilege hereunder. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Amendments; No Waivers. (a) Any provision of this ---------------------- Agreement (including the Exhibits Exhibits, Appendices and Schedules hereto) may be amended or waived prior to the Effective Time at any time prior to or after the receipt of the Company Stockholder Approval, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger SubsidiarySub, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders receipt of the CompanyCompany Stockholder Approval, no if any such amendment or waiver shall, without shall by law or in accordance with the rules and regulations of any relevant securities exchange require further approval of such stockholders, alter the effectiveness of such amendment or change (i) waiver shall be subject to the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits Exhibit and Schedules hereto) may be amended or waived prior to the Effective Time at any time prior to or after the receipt of the Honeywell Stockholder Approval, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the CompanyHoneywell, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption receipt of this Agreement by the stockholders of the Companyany such approval, no if any such amendment or waiver shall, without shall by law or in accordance with the rules and regulations of any relevant securities exchange requires further approval of such stockholders, alter the effectiveness of such amendment or change (i) waiver shall be subject to the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger Subsidiary, Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided , provided, that after the adoption of this Agreement by the stockholders of the CompanyCompany or the Parent, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company Shares, or (ii) any term of the certificate terms of incorporation the Merger which are material to the stockholders of the Company (as a group) or the Parent. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time Closing if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent GoCOM and Merger Subsidiary, HUAY or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the CompanyGoCOM, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company GoCOM or (ii) any term of the certificate terms or conditions of incorporation this Agreement if such alteration or change would adversely affect the holders of Parentany shares of capital stock of GoCOM. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the 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 and Merger SubsidiarySub, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment or waiver shall, without the further approval of such stockholders, alter or change (i) the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company Company, or (ii) any term of the certificate terms or conditions of incorporation this Agreement if such alteration or change would adversely affect the holders of Parentany shares of capital stock of the Company. (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.

Amendments; No Waivers. (a) Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended or waived prior to the Effective Time at any time, if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Parent and Merger Subsidiary, or in the case of a waiver, by the party against whom the waiver is to be effective; provided PROVIDED that after the adoption receipt of this Agreement by the stockholders of the Companyany such approval, no if any such amendment or waiver shall, without the shall by applicable law requires further approval of such stockholders, alter the effectiveness of such amendment or change (i) waiver shall be subject to the amount or kind of consideration to be received in exchange for any shares of capital stock of the Company or (ii) any term of the certificate of incorporation of Parentnecessary stockholder 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.