Merger Agreement Amendment Sample Clauses

Merger Agreement Amendment. The Borrower has delivered a true, -------------------------- accurate and complete copy of the Merger Agreement Amendment, together with all schedules and exhibits referred to therein.
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Merger Agreement Amendment. The Fourth Amendment to the First Southwest Merger Agreement shall be in full force and effect on the Closing Date and shall not have been superseded or modified by subsequent amendments.
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Merger Agreement Amendment. Seller shall not agree to the amendment of the conditions to, or the termination of, the Merger Agreement, or the amendment of any other provisions of the Merger Agreement, in each case that would adversely affect, impair or delay the rights of Purchaser hereunder in any material respect.
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Merger Agreement Amendment. MCC and SIC have entered into the Amended MCC Merger Agreement attached to the Stipulation as Appendix 1, and, concurrently with the execution of the Amended MCC Merger Agreement, MDLY, SIC and Merger Sub entered into the Amended MDLY Merger Agreement attached to the Stipulation as Appendix 2. Among other terms, the Amended MCC Merger Agreement provides that: ● During the period (the “Go-Shop Period”) beginning on the date of the Amended MCC Merger Agreement and continuing until 12:01 a.m. on the 65th day after the date of the Amended MCC Merger Agreement or, if earlier, the 60th day after the later of (x) the date of the Amended MCC Merger Agreement or (y) the date on which an independent investment banker selected by the MCC Special Committee is retained by the MCC Special Committee to solicit strategic alternatives for MCC (the “No-Shop Period Start Date”): (A) MCC and its representatives shall have the right to directly or indirectly (i) solicit, initiate, propose, cause or induce the making, submission or announcement of, or encourage, facilitate or assist, whether publicly or otherwise, any Competing Proposal (as defined in the Amended MCC Merger Agreement) (or any inquiry, proposal or offer that could lead to a Competing Proposal), (ii) subject to the entry into, and in accordance with, an Acceptable Confidentiality Agreement (as defined in the Amended MCC Merger Agreement), the MCC Special Committee, in its discretion, may furnish to any person (and its representatives and financing sources subject to the terms and obligations of such Acceptable Confidentiality Agreement applicable to such person) any non-public information relating to MCC or afford to any such person (and such representatives and financing sources) access to the business, properties, assets, books, records and other nonpublic information, and to any personnel, of MCC (provided that MCC will provide to SIC any information relating to MCC that was not previously provided or made available to SIC prior to or concurrently with the time it is furnished to such person, provided that MCC may omit any information to the extent that it would reveal the identity of the person making, or any terms or conditions of, the Competing Proposal or inquiry that could reasonably be expected to lead to a Competing Proposal being discussed with such person), in any such case with the intent to induce the making, submission and announcement of, and to encourage, facilitate and assist, any proposal or in...
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Merger Agreement Amendment. The Company has provided the Purchaser with a true, correct, complete and fully-executed copy of that certain Amendment No. 2 to the Merger Agreement, dated as of the date hereof, by and among the Parties.
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Merger Agreement Amendment. Each of the Stockholders, the Company and Parent shall cooperate with the other parties hereto in good faith and use their respective reasonable best efforts to negotiate and, as promptly as practicable following the date hereof and in accordance with the terms hereof, enter into an amendment to this Agreement in connection with the amendment to the Merger Agreement contemplated by Section 5.17 thereof, providing for each Stockholder to tender the Subject Shares in the tender offer contemplated by such amendment to the Merger Agreement and to make other changes appropriate to reflect the change in structure in a manner reasonably satisfactory to each of the Stockholders, the Company and Parent.
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Merger Agreement Amendment. Notwithstanding anything to the contrary in the Merger Agreement, any Ancillary Agreement or any other agreement, if, prior to April 2, 2021, Requisite Stockholder Support has not been achieved then at the written request of Sponsor, the Parties agree, if such amendments or modifications are possible, to amend the Merger Agreement within 10 Business Days of delivery of such written request, making only those modifications as are necessary to adjust the mechanical steps by which the Merger will occur, in such fashion as the Parties, acting in good faith, agree will result in the Company Stockholders that have executed and delivered the Company Support Agreement on or prior to such date providing all consents and approvals from Company Stockholders necessary to approve the Merger Agreement, the Merger, and, to the extent required by Law, the Transactions (in each case, after giving effect to such amendments or modifications to the Merger Agreement) (including, but not limited to, modification to provide for a mandatory conversion of all Preferred Stock to Common Stock in connection with the consummation of the Merger); provided that any such amendment or modification shall result in each Stockholder receiving a number of Acquiror Common Stock equal to the amount of Acquiror Common Stock that such Company Stockholder would have received pursuant to the Merger Agreement in effect as of the time immediately prior to the effectiveness of such amendment.
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Merger Agreement Amendment. Comcast, AT&T and Parent agree to cause the Merger Agreement to be amended such that, notwithstanding any other provision of this Agreement or of the Merger Agreement, in the event that the shares of Parent Voting Stock to be received by Microsoft (together with its Affiliates) by virtue of the AT&T Broadband Merger would, when combined with any other Parent capital stock received by Microsoft (together with its Affiliates) in the Comcast Merger, exceed 4.95% of Total Voting Power at the Effective Time (or, if any additional shares of Parent Voting Stock are delivered pursuant to Section 4.03 or 4.04 of the Merger Agreement, at the time of such delivery), in lieu of that number of such shares of Parent Voting Stock accounting for such excess Microsoft shall instead, by virtue of the AT&T Broadband Merger (or of such delivery of Parent Voting Stock pursuant to Section 4.03 or 4.04 of the Merger Agreement), receive an equivalent number of shares of Parent Class A Special Common Stock (such shares, the "SUBSTITUTION SHARES"). The provisions of such amendment that give effect to this Section 12.01 shall be subject to the consent of Microsoft, which consent shall not be unreasonably withheld.
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Merger Agreement Amendment. Certain Defendants entered into the Merger Agreement Amendment, which included the following changes:
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Related to Merger Agreement Amendment

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • Exclusive Agreement; Amendment This Agreement supersedes all prior agreements or understandings among the parties with respect to its subject matter with respect thereto and cannot be changed or terminated orally.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners: (a) any amendment affecting the operation of the Redemption Right (except as provided in Section 8.5(d), 7.1(b) or 7.1(c)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.

  • AGREEMENT AMENDMENTS This Agreement may be amended at any time by written instrument duly approved by the President or President's designee and accepted by Faculty Member; provided, however, no such written instrument shall be required for any increase in Faculty Member's salary or any improvement to the fringe benefits of Faculty Member's employment, or for promotion in rank, any of which may be accomplished at any time by official action of the Board of Regents of the University of Nebraska (Board) without the necessity for written modification or amendment of this Agreement. This Agreement and Appendix “A” attached hereto constitute the entire agreement between the parties. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 21, 2011 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • AGREEMENT AND PLAN OF MERGER ANNEX A-9

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

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