Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Fcy Acquisition Corp), Agreement and Plan of Merger (Simpson Industries Inc), Agreement and Plan of Merger (Gn Great Nordic LTD)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corporation), Agreement and Plan of Merger (Gibson Greetings Inc), Agreement and Plan of Merger (Philip Morris Companies Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, ; provided that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Steakhouse Partners Inc), Agreement and Plan of Merger (Roadhouse Grill Inc), Agreement and Plan of Merger (STG Oms Acquisition Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mission Critical Software Inc), Agreement and Plan of Merger (McDermott International Inc), Agreement and Plan of Merger (McDermott J Ray Sa)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders stockholders of the Company Elf and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the SharesShares and provided, further, that any amendment or waiver of this Agreement which adversely affects the rights of the stockholders of Elf (other than TULIP) shall also require the authorization or recommendation of the Special Committee.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Flowers Industries Inc /Ga), Agreement and Plan of Merger (Keebler Foods Co), Agreement and Plan of Merger (Kellogg Co)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement orthe Company, Parent and Merger Subsidiary or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the shareholders of the Company and without their further approvalCompany, no such amendment or waiver shall reduce shall, without the further approval of such shareholders, alter or change the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carescience Inc), Agreement and Plan of Merger (Quovadx Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the SharesShares in the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Freightways Corp), Agreement and Plan of Merger (Fedex Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided ; PROVIDED that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders Stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercury Interactive Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, ; provided that, after the adoption approval of this Agreement by the shareholders of the Company Shareholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the any Converted Shares.
Appears in 1 contract
Samples: Recapitalization Agreement (Springs Industries Inc)
