Common use of Amendments; Termination Clause in Contracts

Amendments; Termination. Any provision of this Agreement may be amended or waived 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 party against whom the waiver is to be effective. This Agreement shall automatically terminate without further action of any party hereto upon the earlier of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) as to any Stockholder, any amendment to the Merger Agreement that reduces the amount of or changes the form of, or imposes any material restrictions or conditions on the payment of, the Merger Consideration or extends the Outside Date, in each case, unless such amendment has been consented to by such Stockholder, or (iv) the mutual written agreement of each party to this Agreement (any such date under clauses (i) through (iv) being referred to herein as the “Expiration Date”). Notwithstanding the foregoing, (i) the provisions set forth in this Article 5 shall survive the termination of this Agreement and (ii) no termination of this Agreement shall relieve any party hereto from liability, or otherwise limit the liability of any party hereto, for any Willful Breach of this Agreement that occurred prior to the Expiration Date.

Amendments; Termination. Any provision of this Agreement may be amended or waived 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 party against whom the waiver is to be effective. This Agreement Except as set forth in the proviso at the end of this sentence, this Agreement, and all obligations, terms and conditions contained herein, shall automatically terminate without any further action of required by any party hereto person upon the earlier earliest to occur of (i) the Effective Time, (iia) the termination of the Merger Agreement in accordance with its terms; (b) the time Company Shareholder Approval has been obtained; and (c) the making of any change by amendment, (iii) as waiver or other modification to any Stockholder, any amendment to provision of the Merger Agreement that reduces decreases the amount of or changes the form of, or imposes any material restrictions or conditions on of consideration (other than the payment ofof cash where the total consideration to shareholders is not decreased) to the shareholders of the Company; provided, the Merger Consideration or extends the Outside Date, in each case, unless such amendment has been consented to by such Stockholder, or (iv) the mutual written agreement of each party to this Agreement (any such date under clauses (i) through (iv) being referred to herein as the “Expiration Date”). Notwithstanding the foregoing, (i) the provisions set forth in this Article 5 shall survive the termination of this Agreement that Section 4.06 and (ii) no termination Section 4.07 of this Agreement shall relieve any party hereto from liabilitysurvive and shall not terminate until the termination of the Relevant Period (except as otherwise provided in the proviso in each such section). Except as set forth in the prior sentence, or otherwise limit the liability of any party hereto, for any Willful Breach upon termination of this Agreement that occurred prior to the Expiration DateAgreement, no party shall have any further obligations or liabilities under this Agreement.

Amendments; Termination. Any provision of this Agreement may be amended or waived 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 party against whom the waiver is to be effective. This Agreement shall terminate automatically terminate without further action of any party hereto with respect to the Stockholder upon the earlier earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) as to any Adverse Recommendation Change made in accordance with Section 5.2 of the Merger Agreement, (iv) the acquisition by Parent of all of the outstanding shares of Company C-1 Preferred Stock Beneficially Owned by such Stockholder, whether pursuant to the Offer or otherwise or (v) the entry, without the prior written consent of such Stockholder, into any amendment or modification to the Merger Agreement that reduces or any waiver of any of the amount of or changes the form of, or imposes any material restrictions or conditions on the payment of, Company’s rights under the Merger Consideration or extends the Outside DateAgreement, in each case, unless such amendment has been consented that reduces the amount, changes the form or otherwise adversely effects the consideration payable to by such Stockholderthe Stockholder under the Merger Agreement as in effect on the date hereof; provided, or (iv) the mutual written agreement of each party to this Agreement (any such date under clauses (i) through (iv) being referred to herein as the “Expiration Date”). Notwithstanding the foregoinghowever, (i) the provisions set forth in this Article 5 shall survive the termination of this Agreement and (ii) that no termination of this Agreement shall relieve any party hereto from liability, or otherwise limit the any liability for any breach of any party hereto, for any Willful Breach provision of this Agreement that occurred prior to the Expiration Datesuch termination and this Section 6.03 shall survive any termination of this Agreement.

Amendments; Termination. Any provision of this Agreement may be amended or waived 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 party against whom the waiver is to be effective. This Agreement shall terminate automatically terminate without further action of any party hereto with respect to a Stockholder upon the earlier earliest of (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) as to any the acquisition by Parent of all of the outstanding Company Shares Beneficially Owned by such Stockholder, whether pursuant to the Offer or otherwise or (iv) the entry, without the prior written consent of Xxxxxx Xxxxx & Partners Management III, L.L.C., into any amendment or modification to the Merger Agreement that reduces or any waiver of any of the amount of or changes the form of, or imposes any material restrictions or conditions on the payment of, Company’s rights under the Merger Consideration or extends the Outside DateAgreement, in each case, unless such amendment has been consented that reduces the amount, changes the form or otherwise materially adversely effects the consideration payable to by such Stockholderthe Stockholders under the Merger Agreement as in effect on the date hereof; provided, or (iv) the mutual written agreement of each party to this Agreement (any such date under clauses (i) through (iv) being referred to herein as the “Expiration Date”). Notwithstanding the foregoinghowever, (i) the provisions set forth in this Article 5 shall survive the termination of this Agreement and (ii) that no termination of this Agreement shall relieve any party hereto from liability, or otherwise limit the any liability for any breach of any party hereto, for any Willful Breach provision of this Agreement that occurred prior to the Expiration Datesuch termination and this Section 6.03 shall survive any termination of this Agreement.

Amendments; Termination. Any provision of this Agreement may be amended or waived 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 party against whom the waiver is to be effective. This Agreement Agreement, and all obligations, terms and conditions contained herein, shall automatically terminate without any further action of required by any party hereto Person upon the earlier earliest to occur of (i) the Effective Time, Time and (ii) the termination of the Merger Agreement in accordance with its terms. In addition to the foregoing, this Agreement may be terminated by Stockholder upon written notice to Parent at any time following (iiiA) as an Adverse Recommendation Change or (B) the making of any change, by amendment, waiver or other modification, to any Stockholder, any amendment to provision of the Merger Agreement that reduces decreases the amount of or changes the form of, or imposes any material restrictions or conditions on the payment of, of the Merger Consideration or extends the Outside Date, in each case, unless such amendment has been consented to by such Stockholder, or (iv) the mutual written agreement of each party to this Agreement (any such date under clauses (i) through (iv) being referred to herein as the “Expiration Date”)Consideration. Notwithstanding the foregoing, (i) the provisions set forth in of this Article 5 Section 5.03 and Sections 5.01, 5.05, 5.07, 5.08, 5.09, 5.13 and 5.14 shall survive the any termination of this Agreement Agreement. Nothing in this Section 5.03 and (ii) no termination of this Agreement shall relieve any party hereto from liability, any liability or otherwise limit damages incurred or suffered by the liability other party to the extent such liabilities or damages were the result of fraud or the willful and intentional breach by a party of any party heretoof its representations, for any Willful Breach of warranties, covenants or other agreements set forth in this Agreement that occurred prior to the Expiration DateAgreement.

Amendments; Termination. Any provision of this Agreement may be amended or waived 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 party against whom the waiver is to be effective. This Agreement shall terminate automatically terminate without further action of any party hereto with respect to the Stockholder upon the earlier earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) as to any Adverse Recommendation Change made in accordance with Section 5.2 of the Merger Agreement, (iv) the acquisition by Parent of all of the outstanding shares of Company Common Stock Beneficially Owned by such Stockholder, whether pursuant to the Offer or otherwise or (v) the entry, without the prior written consent of such Stockholder, into any amendment or modification to the Merger Agreement that reduces or any waiver of any of the amount of or changes the form of, or imposes any material restrictions or conditions on the payment of, Company’s rights under the Merger Consideration or extends the Outside DateAgreement, in each case, unless such amendment has been consented that reduces the amount, changes the form or otherwise adversely effects the consideration payable to by such Stockholderthe Stockholder under the Merger Agreement as in effect on the date hereof; provided, or (iv) the mutual written agreement of each party to this Agreement (any such date under clauses (i) through (iv) being referred to herein as the “Expiration Date”). Notwithstanding the foregoinghowever, (i) the provisions set forth in this Article 5 shall survive the termination of this Agreement and (ii) that no termination of this Agreement shall relieve any party hereto from liability, or otherwise limit the any liability for any breach of any party hereto, for any Willful Breach provision of this Agreement that occurred prior to the Expiration Datesuch termination and this Section 6.03 shall survive any termination of this Agreement.

Amendments; Termination. Any provision of this Agreement may be amended or waived 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 party against whom the waiver is to be effective. This Agreement shall terminate automatically terminate without further action of any party hereto with respect to a Stockholder upon the earlier earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) as to any Company Board Recommendation Change made in accordance with Section 7.4 of the Merger Agreement, (iv) the acquisition by Parent of all of the outstanding Company Shares Beneficially Owned by such Stockholder, whether pursuant to the Offer or otherwise or (v) the entry, without the prior written consent of such Stockholder, into any amendment or modification to the Merger Agreement that reduces or any waiver of any of the amount of or changes the form of, or imposes any material restrictions or conditions on the payment of, Company’s rights under the Merger Consideration or extends the Outside DateAgreement, in each case, unless such amendment has been consented that reduces the amount, changes the form or otherwise adversely effects the consideration payable to by such Stockholderthe Stockholders under the Merger Agreement as in effect on the date hereof; provided, or (iv) the mutual written agreement of each party to this Agreement (any such date under clauses (i) through (iv) being referred to herein as the “Expiration Date”). Notwithstanding the foregoinghowever, (i) the provisions set forth in this Article 5 shall survive the termination of this Agreement and (ii) that no termination of this Agreement shall relieve any party hereto from liability, or otherwise limit the any liability for any breach of any party hereto, for any Willful Breach provision of this Agreement that occurred prior to the Expiration Datesuch termination and this Section 6.03 shall survive any termination of this Agreement.