Common use of Amendments; No Waivers Clause in Contracts

Amendments; No Waivers. (a) This Agreement may be amended by the parties hereto, at any time before or after approval of matters presented in connection with the Merger by the stockholders of the Company, but after any such stockholder approval, no amendment shall be made which by law requires the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Medialink Worldwide Inc), Agreement and Plan of Merger (Mark Iv Industries Inc), Agreement and Plan of Merger (Miv Acquition Corp)

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Amendments; No Waivers. (a) This 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 Company and Parent or, in the case of a waiver, by the parties hereto, at any time before or party against whom the waiver is to be effective; provided that after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any such stockholder approval, no amendment there shall be made which no amendment that by law requires further approval by stockholders without the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.stockholders

Appears in 3 contracts

Samples: Agreement and Plan of Merger (CVS Corp), Agreement and Plan of Merger (Arbor Drugs Inc), Agreement and Plan of Merger (CVS Corp)

Amendments; No Waivers. (a) This 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 parties heretoCompany and MergerSub or in the case of a waiver, at any time before or by the party against whom the waiver is to be effective; provided that after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any such stockholder approval, there shall be no amendment shall be made which that by law requires further approval by the stockholders of the Company without the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretostockholders.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Laser Power Corp/Fa), Agreement and Plan of Merger (Laser Power Corp/Fa), Agreement and Plan of Merger (Union Miniere S a /Fi)

Amendments; No Waivers. (a) This 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 parties heretoCompany, at any time before 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 approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any no such stockholder approvalamendment or waiver shall, no amendment shall be made which by law requires without the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.stockholders, alter or change

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Texaco Inc), Agreement and Plan of Merger (Chevron Corp)

Amendments; No Waivers. (a) This 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 parties heretocase of a waiver, at any time before or by each party against whom the waiver is to be effective, provided that, after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any such stockholder approval, no amendment shall be made which by law requires the further approval of by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bcom3 Group Inc), Agreement and Plan of Merger (Publicis Groupe Sa)

Amendments; No Waivers. (a) This 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 parties heretoStockholders, at any time before or after approval of matters presented in connection with the Merger by the stockholders of the Company, but after any such stockholder approvalParent and Merger Sub or in the case of a waiver, no amendment shall by the party against whom the waiver is to be made which by law requires the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoeffective.

Appears in 2 contracts

Samples: Stockholder Voting Agreement (Medialink Worldwide Inc), Stockholder Voting Agreement (American Cellular Corp /De/)

Amendments; No Waivers. (a) This 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 parties heretoCompany, at any time before Parent and Merger Sub or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any no such stockholder approval, no amendment or waiver shall be made which by law effective if it requires further stockholder approval under applicable law, unless the further approval of the requisite stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretounder applicable law has been obtained.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monsanto Co /New/), Agreement and Plan of Merger (Delta & Pine Land Co)

Amendments; No Waivers. (a) This 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, by the parties heretoparty to be charged therewith; provided, at any time before or that, after the approval of the matters presented in connection with the Merger by the stockholders of the Company, but after any such stockholder approval, no amendment or waiver shall be made which by law requires the further approval of stockholders without obtaining such further stockholder approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compudyne Corp), Agreement and Plan of Merger (Compudyne Corp)

Amendments; No Waivers. (a) This 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 parties heretoCompany, at any time before 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 approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any such stockholder approval, no amendment there shall be made which no amendment or waiver that by law requires further approval by such stockholders without the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretostockholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Plastic Specialties & Technologies Inc), Agreement and Plan of Merger (Puretec Corp)

Amendments; No Waivers. (a) This 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 parties hereto, at any time before or after approval of matters presented in connection with the Merger by the stockholders of the Company, but after any such stockholder approvalParent and Merger Sub, or in the case of a waiver, by the Party against whom the waiver is to be effective; provided, however, that following the receipt of the Company Stockholder Approval, there shall be no amendment shall be made which to the provisions of this Agreement that by law requires the Law would require further approval by the holders of stockholders Company Common Stock without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Brookfield Asset Management Reinsurance Partners Ltd.), Agreement and Plan of Merger (American National Group Inc)

Amendments; No Waivers. (a) This 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 the parties hereto, at any time before or party against whom the waiver is to be effective; provided that after the approval of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any such stockholder approval, no amendment there shall be made which no amendment that by law requires the further approval of the stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emerson Electric Co), Agreement and Plan of Merger (Computational Systems Inc)

Amendments; No Waivers. (a) This 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 Company and Parent or, in the case of a waiver, by the parties hereto, at any time before or party against whom the waiver is to be effective; provided that after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders shareholders of the Company, but after any such stockholder approval, no amendment there shall be made which no amendment that by law requires further approval by shareholders without the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretoshareholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hannaford Brothers Co), Agreement and Plan of Merger (Food Lion Inc)

Amendments; No Waivers. (a) This 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 parties heretoCompany, at any time before Parent and Merger Sub or in the case of a waiver, by the party against whom the waiver is to be effective; provided that after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any such stockholder approval, there shall be no amendment shall be made which that by law requires further approval by the stockholders of the Company without the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties heretostockholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wilmar Industries Inc), Agreement and Plan of Merger (Wilmar Holdings Inc)

Amendments; No Waivers. (a) This 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 the parties hereto, at any time before or party against whom the waiver is to be effective; provided that after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Companyeither Amerin or CMAC, but after any such stockholder approval, no amendment there shall be made which no amendment that by law requires the further requixxx xxrther approval of by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amerin Corp)

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Amendments; No Waivers. (a) This 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 parties heretocase of a waiver, at any time before or by each party against whom the waiver is to be effective, provided that, after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any Company no such stockholder approval, no amendment or waiver shall be made which by under applicable law requires the further approval of the stockholders of the Company without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Novell Inc)

Amendments; No Waivers. (a) This 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 the parties hereto, at any time before or party against whom the waiver is to be effective; provided that after approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Companyeither Amerxx xx CMAC, but after any such stockholder approval, no amendment there shall be made which no amendment that by law requires the further approval of by such stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cmac Investment Corp)

Amendments; No Waivers. (a) This 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 parties hereto, at any time before or after approval of matters presented in connection with the Merger by the stockholders of the Company, but Parent and Merger Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after any such stockholder approvalapproval of this Agreement at the Company Stockholder Meeting (if applicable), no amendment shall be made which by law requires the further approval by the stockholders of stockholders the Company without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dimension Data Holdings PLC)

Amendments; No Waivers. (a) This 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, by the parties heretoparty to be charged therewith; provided, at any time before or that, after the approval of the matters presented in connection with the Merger by the stockholders of the Company, but after any such stockholder approval, no amendment or waiver shall be made which that by law requires the further stockholder approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onex Corp)

Amendments; No Waivers. (a) This Any provision of this Agreement may may, subject to applicable law, be amended by or waived prior to the parties heretoEffective Time, at any time whether before or after stockholder approval of matters presented hereof, if, and only if, such amendment or waiver is in connection with the Merger by the stockholders writing and signed on behalf of the CompanyCorporation and the LLC; provided, but after any however, that no such stockholder approval, no amendment shall be made which after stockholder approval hereof if by law such amendment requires the further stockholder approval of stockholders without obtaining such further stockholder approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vanguard Health Systems Inc)

Amendments; No Waivers. (a) This 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 parties hereto, at any time before or after approval of matters presented in connection with the Merger by the stockholders of the Company, but Parent and Merger Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective; provided, however, that after any such stockholder approvalapproval of this Agreement at the Company Stockholder Meeting (if applicable), no amendment shall be made which by law requires the further approval by the stockholders of stockholders the Company without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PFC Acquisition Corp)

Amendments; No Waivers. (a) This 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 Xxxxxxx and Cardiac or in the case of a waiver, by the parties heretoparty against whom the waiver is to be effective; provided, at any time before however, that after the Xxxxxxx Stockholder Approval or after approval of matters presented in connection with the Merger by the stockholders of the Company, but after any such stockholder approvalCardiac Stockholder Approval, no such amendment shall be made which by law requires or waiver shall, without the further approval of stockholders without obtaining such further approval. This Agreement may not stockholders, be amended except by an instrument in writing signed on behalf of each of the parties heretomade that would require such approval under any applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quinton Cardiology Systems Inc)

Amendments; No Waivers. (a) This 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 parties heretoCompany, at any time before 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 approval the adoption of matters presented in connection with the Merger this Agreement by the stockholders of the Company, but after any no such stockholder approval, no amendment shall may be made which by law that requires the further approval of the Company’s stockholders under applicable Law without obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Renewable Energy Group, Inc.)

Amendments; No Waivers. (a) This Any provision of this Agreement (including the Exhibits and Schedules hereto) may be amended by or waived prior to the parties heretoEffective Time, at any time before if, and only if, such amendment or after approval of matters presented in connection with the Merger by the stockholders of the Company, but after any such stockholder approval, no amendment shall be made which by law requires the further approval of stockholders without obtaining such further approval. This Agreement may not be amended except by an instrument waiver is in writing and signed on behalf of each by all of the parties hereto; provided that after the receipt of any such approval, if any such amendment or waiver shall by law require further approval of stockholders, the effectiveness of such amendment or waiver shall be subject to the necessary stockholder approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rare Medium Group Inc)

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