Effectiveness and Ratification. All of the provisions of this Amendment shall be effective as of the date hereof. Except as specifically provided for in this Amendment, the terms of the Agreement are hereby ratified and confirmed and remain in full force and effect.
Effectiveness and Ratification. All of the provisions of this Amendment shall be effective as of the Effective Date. Except as specifically provided for in this Amendment, the terms of the Sublicense Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the terms of this Amendment and the Sublicense Agreement, the terms of this Amendment shall prevail and govern.
Effectiveness and Ratification. All of the provisions of this Amendment shall be effective as of the Effective Date. Except as specifically provided for in this Amendment, the terms of the Exchange Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the terms of this Amendment and the Exchange Agreement with respect to period of time from and after the effective date hereof, the terms of this Amendment shall prevail and govern.
Effectiveness and Ratification. All of the provisions of this Second Amendment shall be effective as of the date hereof. Except as specifically provided for in this Second Amendment, the terms of the Acquisition Agreement are hereby ratified and confirmed and remain in full force and effect.
Effectiveness and Ratification. All of the provisions of this First Amendment shall be effective as of the date hereof. Except as specifically provided for in this First Amendment, the terms of the Acquisition Agreement are hereby ratified and confirmed and remain in full force and effect.
Effectiveness and Ratification. All of the provisions of this Amendment shall be effective as of the date hereof. Except as specifically provided for in this Amendment, the terms of the Terminal Services Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the terms of this Amendment and the Terminal Services Agreement with respect to period of time from and after the date hereof, the terms of this Amendment shall prevail and govern.
Effectiveness and Ratification. Except as specifically provided for in this Amendment, the terms of the Collaboration Agreement are hereby ratified and confirmed and remain in full force and effect.
Effectiveness and Ratification. This Amendment shall become effective upon the due execution and delivery of this Amendment by all parties hereto. The Asset Purchase Agreement, as amended, is hereby ratified and confirmed and shall continue to be in full force and effect in accordance with its terms, as amended by this Amendment.
Effectiveness and Ratification. (a) Except as specifically provided for in this Amendment, the terms of the Transaction Agreement are hereby ratified and confirmed and remain in full force and effect.
(b) All of the provisions of this Amendment shall be effective as of the date hereof; provided that if (x) the Requisite Merger Approval is not obtained upon a vote taken thereon at a duly convened Merger Approval Meeting, or at any adjournment or postponement thereof at which the applicable vote was taken, or (y) the Effective Time shall not have occurred on or prior to January 31, 2010 (each a “Merger Failure Event”, and the first date on which such event occurs, the “Merger End Date”), then upon the occurrence of the Merger Failure Event the following apply:
(i) Sections 2, 4(a), 5, 7, 8, 9 and 13 of this Amendment shall be deemed inapplicable and of no further force and effect, and the provisions of the Transaction Agreement shall thereafter apply without regard to such Sections;
(ii) to the extent that the Share Capital Repayment shall not have been paid or have become payable in full prior to the Merger End Date, Section 11 of this Amendment shall be deemed inapplicable and of no further force and effect, and the provisions of the Transaction Agreement as in effect prior to the date hereof shall thereafter apply without regard to such Section;
(iii) the Merger End Date shall be deemed the Closing for purposes of Sections 2.01(a) and (e) of the Transaction Agreement and the provisions set forth opposite the heading “Offer timetable” on Exhibit A of the Transaction Agreement (it being understood that Purchaser’s obligations pursuant to Section 2.01(a) of the Transaction Agreement shall in all cases be subject to any limitations on the timing of making an exchange offer imposed by the General Rules of the AMF);
(iv) the reference to the “Merger” in Section 10 of this Amendment shall be deemed to refer to the “Offer and the Merger”;
(v) Section 12 of this Amendment shall be deemed inapplicable and of no further force and effect, and the provisions of Section 10.01(a)(ii)(B) of the Transaction Agreement shall thereafter apply without regard to Section 12 of this Amendment; provided that the reference to “the Closing” in Section 10.01(a)(ii)(B) of the Transaction Agreement shall be deemed to refer to the Merger End Date;
(vi) the Merger Agreement entered into pursuant to Section 4 hereof shall be terminated but without prejudice to any subsequent obligation to enter into a merger agreement ...
Effectiveness and Ratification. Except as specifically provided for in this Amendment, the terms of the Asset Purchase Agreement are hereby ratified and confirmed and remain in full force and effect.
