Non-Satisfaction/Waiver. 4.3.1 Within two (2) Business Days of becoming aware of the same:
(a) the Purchaser shall give notice to the Seller of the satisfaction of the Closing Conditions;
(b) the Seller shall give notice to the Purchaser of the satisfaction of the Closing Conditions; and
(c) the Purchaser shall give notice to the Seller, or vice versa, of non-satisfaction of any of the Closing Conditions.
Non-Satisfaction/Waiver. (a) The Purchaser may at any time waive in whole or in part the conditions set out in Sections 4.4(a), 4.4(b), and 4.4(c) by notice in writing to the other Parties. In the event the Purchaser waives, in whole or in part, any of the conditions set out in Sections 4.4(a), 4.4(b), and 4.4(c) (the “Waived Purchaser Condition”), the Purchaser shall not have any claim against any of the Other Shareholders, Beneficial Shareholders or Principal Vendors for such, whole or part, of the Waived Purchaser Condition.
(b) The Other Shareholders may at any time waive in whole or in part the conditions set out in Section 4.5 by notice in writing signed by at least four Other Shareholders (the “Majority Other Shareholders”), to the Purchaser. In the event the Majority Other Shareholders waive, in whole or in part, any of the conditions set out in Section 4.5 (the “Waived Other Shareholders Condition”), the Principal Vendors, the Other Shareholders and the Beneficial Shareholders shall not have any claim against the Purchaser for such, whole or part, of the Waived Other Shareholders Condition. Any written notification given by the Majority Other Shareholders pursuant to this Section 4.7(b) shall be deemed to have been duly given by and on behalf of the Other Shareholders and each of the Other Shareholders agrees to be bound by the written notification of the Majority Other Shareholders pursuant to this Section 4.7(b).
(c) If the conditions in Sections 4.4 and 4.5 are not satisfied or waived on or before the Closing Date, this Agreement (other than Section 5.2 and Article 6) shall ipso facto cease and terminate on the Closing Date and none of the Parties shall have any claim against the other for costs, damages, compensation or otherwise, save for any claim by the relevant Party arising from antecedent breaches of this Agreement.
Non-Satisfaction/Waiver. (a) The Seller shall give notice to the Purchaser of the satisfaction of the condition in clause 4.1 within two Business Days of becoming aware of the same.
(b) If the condition in clause 4.1 is not satisfied on or before June 30, 2011, the Purchaser may, in its sole discretion, terminate this Agreement by giving notice in writing to the Seller and the Seller shall have no claim against the Purchaser under it.
Non-Satisfaction/Waiver. 5.3.1 None of the conditions set out in Clause 5.1 may be waived in whole or in part at any time.
5.3.2 If any of the conditions set out in Clause 5.1 are not satisfied by 5.00 p.m. (London time) on the Longstop Date, any party may, in its sole discretion, terminate this Agreement (other than the Surviving Clauses), provided that in each case the party proposing to terminate this Agreement is not in material breach of this Agreement. 6 Pre-Closing
Non-Satisfaction/Waiver. (a) Grab may at any time waive in whole or in part and conditionally or unconditionally the Conditions Precedent set out in Sections 2.1(b) to (f) by notice in writing to the other Parties, and Singtel may at any time waive in whole or in part and conditionally or unconditionally the Conditions Precedent set out in Sections 2.2(b) to (i) by notice in writing to the other Parties.
(b) If the Conditions Precedent in Sections 2.1 or 2.2 are not satisfied or (if applicable) waived (in accordance with Section 2.4(a)) on or before the Outside Date, save as expressly provided, this Agreement (other than the Surviving Provisions) shall lapse and neither Party shall have any claim against the other Parties under it, save for any claim arising from antecedent breaches of this Agreement.
Non-Satisfaction/Waiver. 12.3.1 Each Party shall promptly give notice to the other Party of the satisfaction, non satisfaction or waiver of any of the Commencement Conditions above within two (2) Business Days of becoming aware of the same.
12.3.2 Subject to Legal Requirements, the Commencement Conditions set out in Clauses 12.1.1, 12.1.3, 12.1.4, 12.1.6, 12.1.11, and 12.1.12 are for the sole benefit of AF and may be waived only by AF (in whole or in part) at any time by giving notice to KL. Subject to Legal Requirements, the Commencement Conditions set out in Clauses 12.1.2, 12.1.5 and 12.1.13 are for the sole benefit of KL and may only be waived by KL (in whole or in part) at any time by giving notice to AF. The Commencement Conditions in Clauses 12.1.7 (in the absence of a decision from the EU Commission or a decision declaring that the Combination is incompatible with the common market), 12.1.8, 12.1.9 and 12.1.10 cannot be waived by any of the Parties. The Commencement Condition in Clause 12.1.7 (except in the absence of a decision from the EU Commission or in the case of a decision declaring that the Combination is incompatible with the common market) is for the benefit of both Parties and can only be waived jointly by AF and KL, provided that the consequences of any conditions or undertakings from the EU Commission shall (i) not affect the Exchange Offer Ratio and (ii) be allocated between the Parties in a fair and reasonable manner.
Non-Satisfaction/Waiver. 13.7.1 Each Party shall give notice to the other Party of the satisfaction of any of the Exchange Offer Conditions set out in Clause 13.5 above within two (2) Business Days of becoming aware of the same.
13.7.2 The Exchange Offer Conditions set out in Clauses 13.5 (i), (ii), (vii), (viii) and (ix) cannot be waived by any of the Parties. The Exchange Offer Condition set out in Clause 13.5 (iii), (iv), (v), (vi), (x), (xi), (xii) and (xiii) are for the sole benefit of AF and may be waived, subject to Legal Requirements, at any time in whole or in part by notice in writing to KL, provided however, that AF shall not be entitled to waive without the written consent of KL the Exchange Offer Condition set out in Clause 13.5 (iii) if the number of KL Securities validly tendered and not withdrawn, in accordance with the terms of the Exchange Offer, prior to the Lapsing Date represent less than 50 per cent of the total number of KL Securities. The Exchange Offer Conditions set out in Clause 13.5 (xiv) and (xv) are for the sole benefit of KL and may be waived, subject to Legal Requirements, by KL at any time by notice in writing to AF.
Non-Satisfaction/Waiver. 3.3.1. Each Party shall, to its best efforts and to the extent practicable, satisfy the Conditions Precedent above as soon as possible to the satisfaction of the other Party provided, however, that it must consummate all the Conditions Precedent before the expiry date of 90 days immediately following the date hereof (hereinafter referred to as the “Final Deadline”). Without prejudice to Clause 3.2, if any of the Conditions Precedent listed in Clause 3.2.1 and 3.2.2 hereof is neither satisfied nor waived before the Final Deadline, either Party shall have the right to, at its own discretion,
(i) terminate this Agreement pursuant to Clause 7.2.4 hereof; or
(ii) deal with the scenario in the way otherwise covenanted by and between the Parties, provided, however, that any satisfaction or waiver of any Condition Precedent pursuant to this Clause 3.3 shall not constitute or operate as a waiver of any right of that Party to make a claim against any breach by the other Party of any of the terms and conditions of this Agreement.
Non-Satisfaction/Waiver. 3.4.1 Within two (2) Business Days of becoming aware of the same, ST shall give notice to NXP or vice versa, as applicable, of (i) the satisfaction of the Closing Conditions set out in Clause 3.1 for which it is responsible, as set out in Clause 3.2.1, or of (ii) any fact or circumstance which could result in a Closing Condition not being satisfied.
3.4.2 The Closing Conditions set out in Clauses 3.1.1, 3.1.2, and 3.1.8 may only be waived by written agreement between ST and NXP.
3.4.3 The Closing Conditions set out in Clauses 3.1.3, 3.1.4, and 3.1.6 (in relation to a breach by NXP of any R&Ws), may only be waived by ST.
3.4.4 The Closing Condition set out in Clauses 3.1.5, and 3.1.6 (in relation to a breach by ST of any R&Ws), may only be waived by NXP.
Non-Satisfaction/Waiver. 5.4.1 Either of the Purchasers (in respect of the conditions set out in Clause 5.1.4 to 5.1.8 inclusive) or EFPL (in respect of the conditions set out in Clause 5.2) may at any time waive, in whole or in part and conditionally or unconditionally, the relevant conditions by notice in writing to EFPL (in respect of either of the Purchasers) or to either of the Purchasers (in respect of EFPL).
