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

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 contained herein or in any document delivered pursuant hereto, (ii) extend the time for the performance of any of the obligations or acts of the other party or (iii) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, 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 foregoing); provided, however, that 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 stockholders of the Company without such approval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or 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, (ia) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iib) extend the time for the performance of any of the obligations or acts of the other party or (iiic) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, 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 foregoingforegoing clauses (a) through (c)); provided, however, that that, 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 would require further approval of the stockholders of the Company without such approvalapproval having first been obtained. Notwithstanding the foregoing, no failure or delay by the Company, Parent or 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 Any party may, subject to applicable Law, (ia) waive any inaccuracies in the representations and warranties of the any other party contained herein or in any document delivered pursuant hereto, (iib) extend the time for the performance of any of the obligations or acts of the any other party hereto or (iiic) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such other party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing); provided, however, that 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 stockholders of the Company without such approvalconditions. Notwithstanding the foregoing, no failure or delay by the CompanyPost, Parent or SpinCo, Merger Sub or 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, Parent and the Company may, subject to applicable Law, (ia) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iib) extend the time for the performance of any of the obligations or acts of the other party or (iiic) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Xxxxxx Sub shall be deemed a single party for purposes of the foregoing); provided, however, that following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that decreases would require the Merger Consideration or that adversely affects the rights further approval of the stockholders of the Company Company, without such approvalapproval having first been obtained. Notwithstanding the foregoing, no failure or delay by the Company, Parent or 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, any party may (i) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iia) extend the time for the performance of any of the obligations or acts of the 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 (iiic) 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 applicable to such party or, except as otherwise herein; provided herein, waive that the waiver of any of such party’s the conditions (it being understood that Parent and to the Company's obligations to effect the Merger Sub shall be deemed a single party for purposes authorized only upon the recommendation of the foregoing)Special Committee; and provided, howeverfurther, that following receipt any waiver on the part 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 stockholders 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 Company without such approvalBoard of Directors of the Company. Notwithstanding the foregoing, foregoing no failure or delay by the Company, Parent Company or Merger Sub 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, Parent and the Company may, subject to applicable Law, (ia) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iib) extend the time for the performance of any of the obligations or acts of the other party or (iiic) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, 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 foregoing); provided, however, that following receipt of the Company Stockholder ApprovalShareholder Approval and prior to the Effective Time, there shall be no waiver or extension of this Agreement that (x) decreases the Merger Consideration Consideration, (y) modifies the articles of incorporation of the Surviving Corporation except as permitted by applicable Law or (z) that adversely affects the rights of the stockholders shareholders of the Company Company, in each case of clauses (x), (y) and (z) without such approval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or 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, (ia) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iib) extend the time for the performance of any of the obligations or acts of the other party or (iiic) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, 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 foregoing); provided, however, that following receipt of the Company Stockholder ApprovalShareholder Approval and prior to the Effective Time, there shall be no waiver or extension of this Agreement that (x) decreases the Merger Consideration Consideration, (y) modifies the articles of incorporation of the Surviving Corporation except as permitted by applicable Law or (z) that adversely affects the rights of the stockholders shareholders of the Company Company, in each case of clauses (x), (y) and (z) without such approval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or 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, Parent and the Company Partnership may, subject to applicable Law, (ia) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iib) extend the time for the performance of any of the obligations or acts of the other party or (iiic) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, 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 foregoing); provided, however, that following receipt of the Company Stockholder Partnership Unitholder Approval, there shall be no waiver or extension of this Agreement that decreases by applicable Law or the Merger Consideration or that adversely affects Partnership Agreement would require further approval by the rights unitholders of the stockholders Partnership without approval of such waiver or extension by the unitholders of the Company without such approvalPartnership. Notwithstanding the foregoing, no failure or delay by the CompanyPartnership, Parent or 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, (ia) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant heretoparty, (iib) extend the time for the performance of any of the obligations or acts of the other party or (iiic) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, 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 foregoing); provided, however, that following receipt of the Company Stockholder ApprovalRequired Shareholder Approvals, there shall be no waiver or extension of this Agreement that decreases which by applicable Law would require further approval by the Merger Consideration or that adversely affects the rights of the stockholders of the Company Company’s shareholders without such approvalapproval having first been obtained. Notwithstanding the foregoing, no failure or delay by the Company, Parent or 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 Parent, the Company and Merger Sub may, subject to applicable Law, (ia) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iib) extend the time for the performance of any of the obligations or acts of the other party or (iiic) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, 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 foregoing); provided, however, provided that following after receipt of the Company Stockholder Approval, there shall be no if any such waiver or extension of this Agreement that decreases shall by applicable Law or in accordance with the Merger Consideration or that adversely affects rules of the rights OTCQB require further approval of the stockholders of the Company without Company, the effectiveness of such waiver or extension shall be subject to such approval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or 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 by or on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and Parent, the Company and Merger Sub may, subject to applicable Law, (ia) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iib) extend the time for the performance of any of the obligations or acts of the other party or (iiic) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, 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 foregoing); provided, however, that 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 stockholders of the Company without such approval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or 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.