No Scheme Amendment by Yew Grove Sample Clauses

No Scheme Amendment by Yew Grove. Save as required by Law, the High Court and/or the Panel, Yew Grove will not, in each case, after despatch of the Scheme Document without the prior written consent of Bidco: (a) amend the Scheme; (b) adjourn, cancel or postpone the Scheme Meeting or the EGM; provided, however, that Yew Grove may, without the consent of Bidco, adjourn, cancel or postpone the Scheme Meeting or the EGM: (i) in the case of adjournment, if directed by Yew Grove Shareholders to do so under the Act (other than under a proposal by Yew Grove or any of its directors or officers); (ii) to permit dissemination of information which is material to Yew Grove Shareholders voting at the Scheme Meeting or the EGM, but only for so long as the Yew Grove Board determines in good faith, after having consulted with Bidco and outside counsel, that such action is reasonably necessary or advisable to give Yew Grove Shareholders sufficient time to evaluate any such disclosure or information so provided or disseminated; (iii) if, as of, and for the avoidance of doubt not prior to, the time for which the Scheme Meeting or the EGM is scheduled (as set out in the Scheme Document), there are insufficient Yew Grove Shares represented (either in person or by proxy): (A) to constitute a quorum necessary to conduct the business of the Scheme Meeting or the EGM, but only until a meeting can be held in accordance with the articles of association of Yew Grove at which there are expected to be a sufficient number of Yew Grove Shares represented to constitute a quorum; or (B) voting for the approval of the Scheme Meeting Resolution or the EGM Resolutions, as applicable (but only until Yew Grove determines in good faith that a meeting can be held at which there are expected to be a sufficient number of votes of holders of Yew Grove Shares to approve the Scheme Meeting Resolution or the EGM Resolutions, as applicable); or (iv) if, as of the latest time for submitting forms of proxy in relation to the Scheme Meeting or the EGM, the Yew Grove Board determines in good faith (after consultation with Yew Grove's financial advisers and outside legal counsel) that the Scheme Meeting Resolution or the EGM Resolutions (or any of them) will not be approved, provided that in such circumstances: (i) Yew Grove may only adjourn the Scheme Meeting and/or the EGM for a maximum period of 5 Business Days; and (ii) Yew Grove may only declare such an adjournment if the Yew Grove Board considers in good faith (after consultation with Y...
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Related to No Scheme Amendment by Yew Grove

  • 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.

  • Amendment, Modification and Waiver This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

  • Amendment and Waiver The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

  • Amendment and Waivers Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party to be bound thereby. The waiver by a party of any breach hereof for default in payment of any amount due hereunder or default in the performance hereof shall not be deemed to constitute a waiver of any other default or any succeeding breach or default.

  • Amendments and Waiver No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

  • Amendment, Etc No amendment, modification or waiver of any provision of this Indenture relating to any Guarantor or consent to any departure by any Guarantor or any other Person from any such provision will in any event be effective unless it is signed by such Guarantor and the Trustee.

  • Modifications, Amendments and Waivers This Agreement may not be modified or amended, or any provision thereof waived, except in a writing signed by all the parties to this Agreement.

  • Amendment, Extension and Waiver Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholders, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

  • 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.

  • Amendment to Employment Agreement 2 of the Employment Agreement is amended and restated in its entirety to read as follows:

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