Common use of Extension of Time, Waiver, Etc Clause in Contracts

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may (a) extend the time for the performance of any of the obligations or acts of any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance with any of the agreements or conditions of any other party hereto contained herein; provided that the waiver of any of the conditions to the Company's obligations to effect the Merger shall be authorized only upon the recommendation of the Special Committee; and provided, further, that any waiver on the part of the Company of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Board of Directors of the Company. Notwithstanding the foregoing no failure or delay by the Company or the Bidder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior Any party may, subject to the Effective Timeapplicable Law, any party may (a) waive any inaccuracies in the representations and warranties of any other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein; provided that the waiver of , waive any of the conditions to the Company's obligations to effect the Merger shall be authorized only upon the recommendation of the Special Committee; and provided, further, that any waiver on the part of the Company of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Board of Directors of the Companysuch other party’s conditions. Notwithstanding the foregoing foregoing, no failure or delay by the Company Post, SpinCo, Merger Sub or the Bidder BellRing in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such partyparty and, notwithstanding anything to the contrary herein, any such extension or waiver given by BellRing prior to the Merger Effective Time shall be given only upon approval thereof by the BellRing Board; provided further, that any such extension or waiver given after the Merger Effective Time by the SpinCo Board shall be given only upon (a) in the case of SpinCo, only upon the approval of a majority of the disinterested and independent directors of SpinCo and (b) in the case of BellRing, only upon the approval of a majority of the disinterested and independent directors of BellRing.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other contained herein applicable to such party hereto contained or, except as otherwise provided herein; provided that the waiver of , waive any of the such party’s conditions to the Company's obligations to effect the Merger (it being understood that Parent and Xxxxxx Sub shall be authorized only upon the recommendation deemed a single party for purposes of the Special Committeeforegoing); and provided, furtherhowever, that any waiver on the part following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require the further approval of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Board of Directors stockholders of the Company, without such approval having first been obtained. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other contained herein applicable to such party hereto contained or, except as otherwise provided herein; provided that the waiver of , waive any of the such party’s conditions to the Company's obligations to effect the (it being understood that Parent and Merger Sub shall be authorized only upon the recommendation deemed a single party for purposes of the Special Committeeforegoing clauses (a) through (c)); and provided, furtherhowever, that any waiver on the part that, following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members stockholders of the Board of Directors of the CompanyCompany without such approval having first been obtained. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other contained herein applicable to such party hereto contained or, except as otherwise provided herein; provided that the waiver of , waive any of the such party’s conditions to the Company's obligations to effect the (it being understood that Parent and Merger Sub shall be authorized only upon the recommendation deemed a single party for purposes of the Special Committeeforegoing); and provided, furtherhowever, that any waiver on the part following receipt of the Company Shareholder Approval and prior to the Effective Time, there shall be no waiver or extension of this Agreement that (x) decreases the Merger Consideration, (y) modifies the articles of incorporation of the Bidder's compliance with Surviving Corporation except as permitted by applicable Law or (z) that adversely affects the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members rights of the Board of Directors shareholders of the Company, in each case of clauses (x), (y) and (z) without such approval. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (i) waive any inaccuracies in the representations and warranties of the other party may contained herein or in any document delivered pursuant hereto, (aii) extend the time for the performance of any of the obligations or acts of any the other party hereto; or (biii) waive any inaccuracies in compliance by the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance with any of the agreements or conditions of any other contained herein applicable to such party hereto contained or, except as otherwise provided herein; provided that the waiver of , waive any of the such party’s conditions to the Company's obligations to effect the (it being understood that Parent and Merger Sub shall be authorized only upon the recommendation deemed a single party for purposes of the Special Committeeforegoing); and provided, furtherhowever, that any waiver on the part following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that decreases the Merger Consideration or that adversely affects the rights of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members stockholders of the Board of Directors of the CompanyCompany without such approval. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing Date, any party may may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party hereto, (b) extend the time for the performance of any of the obligations or acts of any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by any other party with any of the agreements or conditions contained herein or, except as otherwise provided herein, waive any of any other party hereto contained hereinsuch party's conditions; provided that after the Company Stockholder Authorization is obtained, there may not be any extension or waiver of this Agreement or any of the conditions to the Company's obligations to effect the Merger shall be authorized only upon the recommendation of the Special Committee; and providedportion thereof which, further, that any waiver on the part of the Company of the Bidder's compliance by Law or in accordance with the provisions rules of Section 4.2 may be authorized only any relevant stock exchange, requires further approval by the affirmative vote of at least six members of the Board of Directors of the Companysuch stockholders. Notwithstanding the foregoing foregoing, no failure or delay by the Company or the Bidder Purchaser in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Parent, the Company and Merger Sub may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other contained herein applicable to such party hereto contained or, except as otherwise provided herein; provided that the waiver of , waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the conditions to foregoing); provided, however, that following receipt of the Company's obligations to effect Stockholder Approval, there shall be no waiver or extension of this Agreement that decreases the Merger shall be authorized only upon Consideration or that adversely affects the recommendation rights of the Special Committee; and provided, further, that any waiver on the part stockholders of the Company of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Board of Directors of the Companywithout such approval. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Company Merger Effective Time, any party may Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso requirements of Section 7.13 applicable Law, waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein; provided that the waiver of , waive any of such party’s conditions (it being understood that Parent, Merger Sub I and Merger Sub II shall, and the conditions to the Company's obligations to effect the Merger shall Company and OpCo shall, each be authorized only upon the recommendation deemed a single party for purposes of the Special Committee; and provided, further, that any waiver on the part of the Company of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Board of Directors of the Companyforegoing). Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, OpCo, Parent, Merger Sub I or the Bidder Merger Sub II in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of any other Party, (b) extend the time for the performance of any of the obligations or acts of any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; Party or (c) subject to the proviso of Section 7.13 waive compliance by any other Party with any of the agreements or conditions contained herein or, except as otherwise provided herein, waive any of any other party hereto contained hereinsuch Party's conditions; provided that after the Company Shareholder Approval is obtained, there may not be any extension or waiver of this Agreement or any of the conditions to the Company's obligations to effect the Merger shall be authorized only upon the recommendation of the Special Committee; and providedportion thereof which, further, that any waiver on the part of the Company of the Bidder's compliance by applicable Law or in accordance with the provisions rules of Section 4.2 may be authorized only any relevant self regulatory organization, requires further approval by the affirmative vote holders of at least six members of the Board of Directors of the CompanyCompany Common Stock without such further approval. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such partyParty.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso requirements of Section 7.13 applicable Law, waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein or, except as otherwise provided herein; provided that the waiver of , waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the conditions to foregoing); provided, however, that following receipt of the Required Shareholder Approvals, there shall be no waiver or extension which by applicable Law would require further approval by the Company's obligations to effect the Merger shall be authorized only upon the recommendation of the Special Committee; and provided, further, that any waiver on the part of the Company of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Board of Directors of the Company’s shareholders without such approval having first been obtained. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other contained herein applicable to such party hereto contained or, except as otherwise provided herein; provided that the waiver of , waive any of the such party’s conditions to the Company's obligations to effect the (it being understood that Parent and Merger Sub shall be authorized only upon the recommendation deemed a single party for purposes of the Special Committeeforegoing); and provided, furtherhowever, that any waiver on the part following receipt of the Company Shareholder Approval and prior to the Effective Time, there shall be no waiver or extension of this Agreement that (x) decreases the Merger Consideration, (y) modifies the articles of incorporation of the Bidder's compliance with Surviving Corporation except as permitted by applicable Law or (z) that adversely affects the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members rights of the Board of Directors shareholders of the Company, in each case of clauses (x), (y) and (z) without such approval. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. 52 SECTION 8.04.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may (a) extend the time for the performance of any of the obligations or acts of any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance with any of the agreements or conditions of any other party hereto contained herein; provided PROVIDED that the waiver of any of the conditions to the Company's obligations to effect the Merger shall be authorized only upon the recommendation of the Special Committee; and providedPROVIDED, furtherFURTHER, that any waiver on the part of the Company of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Board of Directors of the Company. Notwithstanding the foregoing no failure or delay by the Company or the Bidder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other contained herein applicable to such party hereto contained or, except as otherwise provided herein; provided that the waiver of , waive any of the such party’s conditions to the Company's obligations to effect the (it being understood that Parent and Merger Sub shall be authorized only upon the recommendation deemed a single party for purposes of the Special Committeeforegoing); and provided, furtherhowever, that any waiver on the part following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that decreases the Merger Consideration or that adversely affects the rights of the Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members stockholders of the Board of Directors of the CompanyCompany without such approval. Notwithstanding the foregoing foregoing, no failure or delay by the Company Company, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. SECTION 8.04.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, any party may Parent and the Partnership may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of any the other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other contained herein applicable to such party hereto contained or, except as otherwise provided herein; provided that the waiver of , waive any of the such party’s conditions to the Company's obligations to effect the (it being understood that Parent and Merger Sub shall be authorized only upon the recommendation deemed a single party for purposes of the Special Committeeforegoing); and provided, furtherhowever, that any waiver on the part following receipt of the Company Partnership Unitholder Approval, there shall be no waiver or extension of this Agreement that by applicable Law or the Partnership Agreement would require further approval by the unitholders of the Bidder's compliance with the provisions Partnership without approval of Section 4.2 may be authorized only such waiver or extension by the affirmative vote of at least six members unitholders of the Board of Directors of the CompanyPartnership. Notwithstanding the foregoing foregoing, no failure or delay by the Company Partnership, Parent or the Bidder Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing Date, any party may may, subject to applicable Law, ( a) waive any inaccuracies in the representations and warranties of the other party hereto, (ab) extend the time for the performance of any of the obligations or acts of any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by any other party with any of the agreements or conditions contained herein or, except as otherwise provided herein, waive any of any other party hereto contained hereinsuch party's conditions; provided that after the Company Stockholder Authorization is obtained, there may not be any extension or waiver of this Agreement or any of the conditions to the Company's obligations to effect the Merger shall be authorized only upon the recommendation of the Special Committee; and providedportion thereof which, further, that any waiver on the part of the Company of the Bidder's compliance by Law or in accordance with the provisions rules of Section 4.2 may be authorized only any relevant stock· exchange, requires further approval by the affirmative vote of at least six members of the Board of Directors of the Companysuch stockholders. Notwithstanding the foregoing foregoing, no failure or delay by the Company or the Bidder Purchaser in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.