Amendment of this Agreement No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved in a manner consistent with the 1940 Act and rules and regulations thereunder and any applicable SEC exemptive order therefrom.
Terms of this Agreement The Parties acknowledge that this Agreement and all of the respective terms of this Agreement shall be treated as Confidential Information of both Parties.
Enforcement of this Agreement The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
Termination of this Agreement (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares (ii) trading in the Company’s Common Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination.
Modification of this Agreement This Agreement may not be modified, nor may compliance with any of its terms be waived, except as noted in Section 11.1, “Notices to Parties,” regarding change in personnel or place, and except by written instrument executed and approved in the same manner as this Agreement. Contractor shall cooperate with Department to submit to the Director of CMD any amendment, modification, supplement or change order that would result in a cumulative increase of the original amount of this Agreement by more than 20% (CMD Contract Modification Form).
EFFECT OF THIS AGREEMENT Subject to the Corporation’s right to terminate the Option pursuant to Section 7.4 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.
Cooperation Agreement Pursuant to a cooperation agreement dated on or around the date of this announcement between Britvic and Bidco (the "Cooperation Agreement"), among other things: (i) Britvic and Bidco have agreed to certain undertakings to co-operate and provide each other with information, assistance and access in a timely manner in relation to the filings, notifications or submissions as are necessary for the purposes of satisfying the regulatory conditions; (ii) Bidco has agreed to provide Britvic with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Bidco and Britvic have agreed to certain provisions providing Bidco with the ability to effect the Acquisition by way of a takeover offer rather than the Scheme (and Xxxxx and Britvic have agreed to certain customary provisions if Bidco elects to implement the Acquisition by means of a takeover offer); and (iv) Britvic and Bidco have agreed certain arrangements in respect of Britvic's employees and the Britvic Share Plans, as well as directors' and officers' insurance. Pursuant to the Cooperation Agreement, Bidco shall use, and shall procure that each member of the Carlsberg Group shall use, all reasonable endeavours to achieve and otherwise satisfy the regulatory conditions as promptly as reasonably practicable (and, in any event, in sufficient time so as to enable the Effective Date to occur prior to the Long Stop Date) provided that all reasonable endeavours shall require Bidco to take, or agree to take all actions necessary to satisfy the regulatory conditions set out in paragraphs 3.1 and 3.2 of Part A of Appendix 1 to this announcement (including accepting any relevant remedies), in each case except to the extent that such actions would, individually or in the aggregate, be of material significance to Bidco in the context of the Acquisition (as such material significance standard is or would fall to be determined by the Panel under the Takeover Code), in which case Bidco shall not be required to take, or agree to take, such actions. The Cooperation Agreement shall be terminated with immediate effect (amongst others): (a) if Xxxxx and Britvic so agree in writing at any time prior to the Effective Date; (b) upon service of written notice by Xxxxx to Britvic, if the Britvic Directors change their recommendation in certain circumstances; (c) upon service of written notice by either Bidco to Britvic or Britvic to Bidco, if: (i) the Scheme is not approved by the requisite majority of Britvic Shareholders at the Court Meeting or the Resolutions are not passed by the requisite majority of Britvic Shareholders at the General Meeting; (ii) the Court Meeting and/or the General Meeting are not held on or before the 22nd day after the expected date of the Court Meeting and/or General Meeting; (iii) the Court makes a final determination not to sanction the Scheme; (iv) prior to the Long Stop Date, any Condition has been invoked by Bidco (where the invocation of the relevant Condition has been specifically permitted by the Panel); (v) prior to the Long Stop Date, a "competing proposal" (as defined therein) is recommended in whole or in part by the Britvic Board or completes, becomes effective or is declared or becomes unconditional; or (vi) if the Acquisition lapses, terminates or is withdrawn on or prior to the Long Stop Date other than: (A) as a result of Bidco's right to switch to a takeover offer; or (B) it is otherwise to be followed within six business days by a firm offer announcement made by Bidco (or a person acting in concert with Bidco) to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Britvic Directors.
