Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Pharmhouse Corp), Agreement and Plan of Merger (Pharmhouse Corp), Voting and Payment Agreement (Pharmhouse Corp)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer Company 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 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, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/), Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Lee Thomas H Equity Fund Iii L P)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 Company, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Computer Associates International Inc), Agreement and Plan of Merger (Platinum Technology International Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 Company, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Oscar Acquisition Corp), Agreement and Plan of Merger (Oscar Acquisition Corp), Agreement and Plan of Merger (Compaq Dallas Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 of the terms or conditions of this Agreement if such alteration or change would could adversely affect the holders of any shares of capital stock of the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hilite Mergeco Inc), Agreement and Plan of Merger (Hilite Industries Inc), Agreement and Plan of Merger (Maher Donald M)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 Company, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sheridan Energy Inc), Agreement and Plan of Merger (Cheyenne Software Inc), Agreement and Plan of Merger (Calpine Corp)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Company and Buyer 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 Company, (ii) any term of the Certificate of Incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NPF Holding Corp), Agreement and Plan of Merger (National Picture & Frame Co)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enterprise Software Inc), Agreement and Plan of Merger (Enterprise Software Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer and Merger Subsidiary each party to this Agreement 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 or (ii) any of the terms or conditions of this Agreement if such alteration or change would adversely affect the rights of the holders of any shares of capital stock of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Itc Deltacom Inc), Agreement and Plan of Merger (Itc Deltacom Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer HC and Merger Subsidiary HII and Acquiror 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 CompanyAcquiror, 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 HII, (ii) any term of the Company certificate of incorporation of the Surviving Corporation or (iiiii) 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 CompanyAcquiror.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bristol Hotel Co), Agreement and Plan of Merger (Holiday Corp)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 Company, (ii) any term of the Certificate of Incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amsted Industries Inc /De/), Agreement and Plan of Merger (Varlen Corp)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 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, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HCC Insurance Holdings Inc/De/), Agreement and Plan of Merger (Centris Group Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 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, (ii) any term of the articles of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renex Corp), Agreement and Plan of Merger (Renex Corp)
Amendments; No Waivers. (a) Any provision of this Agreement 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 and Buyer, Buyer 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 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pricellular Wireless Corp), Agreement and Plan of Merger (Pricellular Corp)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer Farnell 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 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, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) any of the terms or conditions of this Agreement if such alteration or change would materially adversely affect the holders of any shares of capital stock of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Premier Industrial Corp)
Amendments; No Waivers. (a) Any provision of this ---------------------- Agreement 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, Buyer and Merger Subsidiary each party to this Agreement 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 of the terms or conditions of this Agreement if such alteration or change would adversely affect the rights of the holders of any shares of capital stock of the Company.
Appears in 1 contract
Amendments; No Waivers. (a) Any Except as may otherwise be provided herein, no provision of this Agreement may be amended or waived prior to the Effective Time if, and only if, unless such amendment or waiver is in writing and signed, in the case of an amendment, by the Company, Buyer 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 with out 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 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cellular Communications of Puerto Rico Inc /De/)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 Company, (ii) any term of the Articles of Incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Full Line Distributors Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer and Merger Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective, effec-tive; 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, (ii) any term of the Certificate of Incorporation of the Surviving Corporation or (iiiii) any of the terms or conditions condi-tions of this Agreement if such alteration or change would adversely affect the holders of any shares of capital stock of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aircraft Service International Group Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer and Merger Subsidiary Newco 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, (ii) any term of the articles of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Communications Central Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer Parent and Merger Subsidiary Newco 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, (ii) any term of the articles of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Peoples Telephone Company Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Company and Buyer 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 Company, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Decrane Aircraft Holdings Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer Company 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 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 of the terms or conditions of this Agreement if such alteration or change would adversely affect the rights of the holders of any shares of capital stock of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Company and Buyer 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 Company, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Decrane Acquisition Co)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer Parent and Merger Subsidiary Newco 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, (ii) any term of the articles of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer and Merger Subsidiary each party to this Agreement 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 of the terms or conditions of this Agreement if such alteration or change would adversely affect the rights of the holders of any shares of capital stock of the Company.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer Company 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 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, any term of the certificate of incorporation of the Surviving Corporation 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 38 39 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 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.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement 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, Company and Buyer 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 Company, (ii) any term of the articles of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Delta & Pine Land Co)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer and Merger Subsidiary Newco 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, (ii) any term of the articles of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Davel Communications Group Inc)
Amendments; No Waivers. (a) Any provision of this Agreement 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, Buyer 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 Company, (ii) any term of the Articles of Incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (FLD Acquisition Corp)
Amendments; No Waivers. (a) Any provision of this Agreement ---------------------- 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, Buyer 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 Company, (ii) any term of the certificate of incorporation of the Surviving Corporation or (iiiii) 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Platinum Technology International Inc)
