PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVER. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company.
PROCEDURE FOR TERMINATION, AMENDMENT. Extension or -------------------------------------------------- Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment ------- of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require (x) in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors and (y) if applicable, satisfaction of the requirements set forth in Section 6.11(b).
PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVER. A --------------------------------------------------------- termination of this Agreement pursuant to Section 7.1, an amendment of this Agreement pursuant to Section 7.3 or an extension or waiver pursuant to Section 7.4 shall, in order to be effective, require in the case of Evergreen or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
PROCEDURE FOR TERMINATION, AMENDMENT. Extension or -------------------------------------------------- Waiver. A termination of this Agreement pursuant to Section 8.1, an amendment of this Agreement pursuant to Section 10.3 or an extension or waiver pursuant to Section 10.4 shall, in order to be effective, require in the case of Parent, Purchaser or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors; provided, however, that in the event that Parent's designees are appointed or elected to the Company Board as provided in Section 1.3, after the acceptance for payment of shares of Common Stock pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the Disinterested Directors shall be required by the Company to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement, (iii) extend the time for performance of Parent's and Purchaser's respective obligations under this Agreement or (iv) take any action to amend or otherwise modify the Company's Certificate of Incorporation or By-laws.
PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVER. A termination of this Agreement pursuant to Section 9.01, an amendment of this Agreement to Section 9.03 or an extension or waiver pursuant to Section 9.04 shall, in order to be effective, require (a) in the case of Parent or Sub action by a majority of its respective Board of Directors and (b) in the case of the Company, action by a majority of the members of the Board of Directors of the Company who were members thereof on the date of this Agreement and remain as such hereafter; PROVIDED, HOWEVER, that in the event that Sub's designees are appointed or elected to the Board of Directors of the Company as provided in Section 7.06, after the acceptance for payment of shares of Common Stock pursuant to the Offer and prior to the Effective Time of the Merger, the affirmative vote of a majority of the Directors who are not Sub's, designees or appointees as provided in Section 7.06, in lieu of the vote required pursuant to clause (b) above, shall be required to (i) amend or terminate this Agreement by the Company, (ii) exercise or waive any of the Company's rights or remedies under this Agreement or (iii) extend the time for performance or Parent's and Sub's respective obligations under this Agreement.
PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVER. (a) A termination of this Agreement pursuant to Section 11.01, an amendment pursuant to Section 11.03 or an extension or waiver pursuant to Section 11.04 shall, in order to be effective, require action by the Ashland Board or the Marathon Board, as applicable, or the duly authorized designee of the Ashland Board or the Marathon Board, as applicable.
PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION, CONSENT OR WAIVER. A termination of this Agreement pursuant to Section 9.1, an amendment of this Agreement pursuant to Section 9.4 or an extension, consent or waiver pursuant to Section 9.5 shall, in order to be effective, require action by the board of directors of each party hereto or a duly authorized committee of its board of directors.
PROCEDURE FOR TERMINATION, AMENDMENT. EXTENSION OR WAIVER. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
PROCEDURE FOR TERMINATION, AMENDMENT. Extension or -------------------------------------------------- Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an ------- amendment of this Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section 8.04 shall, in order to be effective, require (a) in the case of Parent, Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors and (b) in the case of the Company, action by a majority of the members of the Board of Directors of the Company who were members thereof on the date of this Agreement and remain as such hereafter or the duly authorized designee of such members.
PROCEDURE FOR TERMINATION, AMENDMENT. Extension or Waiver In order to be effective, (a) any termination or amendment of this Agreement shall require the prior approval of that action by the Board of Directors of each party seeking to terminate or amend this Agreement and (b) any extension or waiver of any obligation under this Agreement or condition to the consummation of this Agreement shall require the prior approval of a duly authorized officer or the Board of Directors of the party or parties entitled to extend or waive that obligation or condition.
