Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors.
Appears in 11 contracts
Samples: Acquisition Agreement (Monster Offers), Acquisition Agreement (It&e International Group), Merger Agreement (Freepcsquote Com)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 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.
Appears in 6 contracts
Samples: Merger Agreement (Walsh International Inc \De\), Merger Agreement (Pharmaceutical Marketing Services Inc), Merger Agreement (Perkin Elmer Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.01, an amendment of this Agreement pursuant to Section 7.03 9.03 or an extension or waiver of this Agreement pursuant to Section 7.04 9.04 shall, in order to be effective, be in writing and 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.
Appears in 6 contracts
Samples: Merger Agreement (CFC International Inc), Merger Agreement (I Stat Corporation /De/), Merger Agreement (I Stat Corporation /De/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require require, in the case of Parent, the Merger Sub or the Company, action by its Board of Directors.
Appears in 6 contracts
Samples: Merger Agreement (Sonus Networks Inc), Merger Agreement (Performance Technologies Inc \De\), Merger Agreement (Network Equipment Technologies Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of the Parent, the Merger Sub or the Company, action by its Board of Directors.
Appears in 6 contracts
Samples: Merger Agreement (Designer Export, Inc), Merger Agreement (SN Strategies Corp.), Merger Agreement (China Executive Education Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.3 or an extension or waiver of this Agreement pursuant to Section 7.04 8.4 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.
Appears in 6 contracts
Samples: Merger Agreement (Total System Services Inc), Merger Agreement (NetSpend Holdings, Inc.), Merger Agreement (Deltek, Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board the respective boards of Directorsdirectors of the applicable parties.
Appears in 6 contracts
Samples: Merger Agreement (IMARA Inc.), Merger Agreement (Millendo Therapeutics, Inc.), Merger Agreement (Arsanis, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.3 or an extension or waiver of this Agreement pursuant to Section 7.04 8.4 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 6 contracts
Samples: Merger Agreement (Cayenne Software Inc), Merger Agreement (Sterling Software Inc), Merger Agreement (Sterling Software Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors, acting by the affirmative vote of a majority of the members of the entire Board of Directors.
Appears in 6 contracts
Samples: Merger Agreement (Anchor Gaming), Merger Agreement (International Game Technology), Merger Agreement (International Game Technology)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require require, in the case of Parent, Sub or the Company, action by its Board of Directors or, in the case of an extension or waiver pursuant to Section 7.04, the duly authorized designee of its Board of Directors.
Appears in 6 contracts
Samples: Merger Agreement (Boise Cascade Corp), Agreement and Plan of Merger (Officemax Inc /Oh/), Merger Agreement (Santa Fe Pacific Gold Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, any party hereto an action by its Board of Directors or a duly-authorized designee of its Board of Directors.
Appears in 5 contracts
Samples: Merger Agreement (Access Pharmaceuticals Inc), Merger Agreement (Access Pharmaceuticals Inc), Merger Agreement (Somanta Pharmaceuticals Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its the respective Board of DirectorsDirectors of the applicable parties.
Appears in 5 contracts
Samples: Merger Agreement (Endurance International Group Holdings, Inc.), Merger Agreement (Staples Inc), Merger Agreement (American Science & Engineering, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.04 shall, in order to be effective, require in the case of ParentParent or Sub, Sub action by its Board of Directors or the duly authorized designee of its Board of Directors, and in the case of the Company, action by its Board of DirectorsPreferred Member Representatives.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (GRH Holdings, L.L.C.), Merger Agreement (Millstream Acquisition Corp), Agreement and Plan of Merger (RGGPLS Holding, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board the respective Boards of DirectorsDirectors of the applicable Parties.
Appears in 4 contracts
Samples: Merger Agreement (SRAX, Inc.), Merger Agreement (Boston Therapeutics, Inc.), Merger Agreement (Amergent Hospitality Group, Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 9.4 or an extension or waiver of this Agreement pursuant to Section 7.04 9.5 shall, in order to be effective, require require, in the case of Parent, Sub Purchaser or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 4 contracts
Samples: Merger Agreement (Pinnacle Data Systems Inc), Merger Agreement (Bell Microproducts Inc), Merger Agreement (Avnet Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require require, in the case of Parent, Merger Sub or the Company, action by its Board of DirectorsDirectors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3).
Appears in 4 contracts
Samples: Merger Agreement (Inspire Pharmaceuticals Inc), Merger Agreement (Sepracor Inc /De/), Merger Agreement (Millennium Pharmaceuticals Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.04 or an extension or waiver of this Agreement pursuant to Section 7.04 8.05 shall, in order to be effective, require require, in the case of Parent, Sub Parent or the Company, action by its Board of DirectorsDirectors or, except with respect to a termination of this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 4 contracts
Samples: Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc), Merger Agreement (Netratings Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.4 or an extension or waiver of this Agreement pursuant to Section 7.04 7.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board governing body, or the duly authorized designee of Directorsthat governing body, of Seller, Buyer and the Company.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Bluefire Ethanol Fuels Inc), Stock Purchase Agreement (National Automation Services Inc), Stock Purchase Agreement (National Automation Services Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require require, in the case of Parent, Sub the Purchaser or the Company, action by its Board of DirectorsDirectors or the duly authorized designee of its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c)).
Appears in 4 contracts
Samples: Merger Agreement (Trimeris Inc), Merger Agreement (Covidien PLC), Merger Agreement (Aspect Medical Systems Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub Parent or the Company, action by its Board of Directors.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Aspen Racing Stables. Inc.), Stock Purchase Agreement (Aspen Racing Stables. Inc.), Stock Purchase Agreement (Rub a Dub Soap Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of Directors.
Appears in 4 contracts
Samples: Merger Agreement (Premier Document Services Inc), Merger Agreement (American Construction Co), Merger Agreement (Process Equipment Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.04 shall, in order to be effective, require require, in the case of Parent, Sub Purchaser or the Company, action by its Board of Directors.
Appears in 4 contracts
Samples: Merger Agreement (Lamela Luis E), Merger Agreement (Ramsay Youth Services Inc), Merger Agreement (Paul Ramsay Holdings Pty LTD)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 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.
Appears in 4 contracts
Samples: Merger Agreement (Virtusa Corp), Merger Agreement (Exar Corp), Merger Agreement (Thompson Creek Metals CO Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.04 shall, in order to be effective, require in the case of Parent, Sub or any of the Companyparties hereto, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 4 contracts
Samples: Purchase Agreement (Weyerhaeuser Co), Purchase Agreement (International Paper Co /New/), Purchase Agreement (Weyerhaeuser Co)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.04 or an extension or waiver of this Agreement pursuant to Section 7.04 8.05 shall, in order to be effective, require (a) in the case of Parent, Sub or action by its manager, (b) in the Companycase of Purchaser, action by its Board of Directors, and (c) in the case of the Company, action by the Special Committee.
Appears in 3 contracts
Samples: Merger Agreement (VCG Holding Corp), Merger Agreement (Lowrie Management LLLP), Merger Agreement (VCG Holding Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.4 or an extension or waiver of this Agreement pursuant to Section 7.04 7.5 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.
Appears in 3 contracts
Samples: Merger Agreement (Crystal Gas Storage Inc), Merger Agreement (Midcoast Energy Resources Inc), Merger Agreement (El Paso Energy Corp/De)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.0110.01, an amendment of this Agreement pursuant to Section 7.03 10.03 or an extension or waiver of this Agreement pursuant to Section 7.04 10.04 shall, in order to be effective, require require, in the case of Parent, Sub or the Company, action by the Company Board, acting on the recommendation of the Special Committee or the duly authorized designee of its Board board of Directorsdirectors, such designee having been nominated at the request of the Special Committee.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Brookfield Renewable Partners L.P.), Agreement and Plan of Reorganization (TerraForm Power, Inc.), Agreement and Plan of Reorganization (TerraForm Power, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.01, an amendment of this Agreement pursuant to Section 7.03 9.03 or an extension or waiver of this Agreement pursuant to Section 7.04 9.04 shall, in order to be effective, require in the case of Parent, Sub or the CompanyLLC, action by its the Corporation's Board of DirectorsDirectors or in the event of the LLC action by its managing member.
Appears in 3 contracts
Samples: Acquisition Agreement (ID Perfumes, Inc.), Acquisition Agreement (Adrenalina), Acquisition Agreement (Basic Services, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.4 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, 7.5 in order to be effectiveeffective shall require, require in the case of Parent, Sub Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement, a duly authorized committee of its Board of Directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Talley Industries Inc), Merger Agreement (Talley Manufacturing & Technology Inc), Merger Agreement (Score Acquisition Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.0110.01, an amendment of this Agreement pursuant to Section 7.03 10.03 or an extension or waiver of this Agreement pursuant to Section 7.04 10.04 (other than a waiver pursuant to Section 7.01(e)) shall, in order to be effective, require in the case of ParentTime Warner, Sub Sony or the CompanyCDnow, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 3 contracts
Samples: Merger Agreement (Time Warner Inc/), Merger Agreement (Cdnow Inc/Pa), Merger Agreement (Time Warner Inc/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require in the case of Parent, Sub Acquiror or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 3 contracts
Samples: Merger Agreement (Intelligent Controls Inc), Merger Agreement (Washington National Corp), Merger Agreement (Code Hennessy & Simmons Ii Lp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 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, except in the case of the Company or Sub with respect to any amendment to this Agreement, the duly authorized designee of its Board of Directors.
Appears in 3 contracts
Samples: Merger Agreement (Westinghouse Electric Corp), Merger Agreement (Gaylord Entertainment Co), Merger Agreement (Westinghouse Electric Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01Agreement, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 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.
Appears in 3 contracts
Samples: Merger Agreement (Aquent Inc), Merger Agreement (Renaissance Worldwide Inc), Merger Agreement (Renaissance Worldwide Inc)
Procedure for Termination, Amendment, Extension or Waiver. A --------------------------------------------------------- termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.3 or an extension or waiver of this Agreement pursuant to Section 7.04 8.4 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 3 contracts
Samples: Merger Agreement (Sterling Software Inc), Merger Agreement (Xcellenet Inc /Ga/), Merger Agreement (Template Software Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 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.
Appears in 3 contracts
Samples: Merger Agreement (Camco International Inc), Merger Agreement (Camco International Inc), Merger Agreement (Bettis Corp /De/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require in the case of Parent, Sub Trenwick or the CompanyChartwell, action by its Board of Directors or, with respect to any amendment to this Agreement, the duly authorized designee of its Board of Directors.
Appears in 3 contracts
Samples: Merger Agreement (Chartwell Re Corp), Merger Agreement (Trenwick Group Inc), Merger Agreement (Chartwell Re Holdings Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require require, (i) in the case of Parent, Sub action by its Board of Directors, or (ii) in the case of the Company, action by its Board of DirectorsDirectors upon the approval and recommendation of the Special Committee.
Appears in 3 contracts
Samples: Merger Agreement (Micro Investment LLC), Merger Agreement (Micro Therapeutics Inc), Merger Agreement (Ev3 Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 7.04 or an extension or waiver of this Agreement pursuant to Section 7.04 7.05 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or, with respect to any amendment to this Agreement, to the extent permitted by applicable law, a duly authorized committee of its Board of Directors.
Appears in 3 contracts
Samples: Merger Agreement (Liberty Technologies Inc), Merger Agreement (Crane Co /De/), Merger Agreement (Liberty Technologies Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.1, an amendment of this Agreement pursuant to Section 7.03 9.4 or an extension or waiver of this Agreement pursuant to Section 7.04 9.5 shall, in order to be effective, require require, in the case of Parent, Sub the Company or the CompanyCEI, action by its Board of Directors, or a duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 3 contracts
Samples: Merger Agreement (Consolidated Edison Inc), Merger Agreement (Orange & Rockland Utilities Inc), Merger Agreement (Consolidated Edison Co of New York Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, comply with Section 5.14 and 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.
Appears in 2 contracts
Samples: Merger Agreement (Designer Holdings LTD), Merger Agreement (Charterhouse Equity Partners Ii Lp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.0115.1, an amendment of this Agreement pursuant to Section 7.03 15.4 or an extension or waiver of this Agreement pursuant to Section 7.04 15.5 shall, in order to be effective, require in the case of Parent, Sub or the CompanySeller, action by its the Board of Directors or the duly authorized designee of the Board of Directors.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dualstar Technologies Corp), Stock Purchase Agreement (Dualstar Technologies Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require require, in the case of Parent, Sub UNUM or the CompanyProvident, action by its Board of DirectorsDirectors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 2 contracts
Samples: Merger Agreement (Unum Corp), Merger Agreement (Provident Companies Inc /De/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require in the case of Parent, Sub PSC or the CompanyConsumers, action by its Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Philadelphia Suburban Corp), Agreement and Plan of Merger (Consumers Water Co)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board board of Directorsdirectors or the duly authorized designee of its board of directors.
Appears in 2 contracts
Samples: Merger Agreement (Impac Medical Systems Inc), Merger Agreement (Elekta AB)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.01, an amendment of this Agreement pursuant to Section 7.03 9.03 or an extension or waiver of this Agreement pursuant to Section 7.04 9.04 shall, in order to be effective, require require, in the case of Parent, Sub or the Company, action by its Board of Directors or, in the case of an extension or waiver pursuant to Section 9.04, the duly authorized designee of its Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Amvestors Financial Corp), Agreement and Plan of Merger (Amerus Life Holdings Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require in the case of ParentConseco, Sub RAC or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Pioneer Financial Services Inc /De), Merger Agreement (Conseco Inc Et Al)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.3 or an extension or waiver of this Agreement pursuant to Section 7.04 8.4 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board board of Directorsdirectors or the duly authorized designee of its board of directors.
Appears in 2 contracts
Samples: Merger Agreement (Celgene Corp /De/), Merger Agreement (Abraxis BioScience, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A Subject to Section 1.04(b) and 1.04(c), a termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall8.04 will, in order to be effective, require require, in the case of Parent, Sub Parent or the Company, action by its Board of Directors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CTS Corp), Merger Agreement (Dynamics Corp of America)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of DirectorsTrustees, or in the case of the Partnership, action by the Board of Directors of its General Partner, or in each case action by the duly authorized designee of the Board of Directors or Board of Trustees.
Appears in 2 contracts
Samples: Merger Agreement (HRPT Properties Trust), Merger Agreement (Hallwood Realty Partners L P)
Procedure for Termination, Amendment, Extension or Waiver. A --------------------------------------------------------- termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.3 or an extension or waiver of this Agreement pursuant to Section 7.04 8.4 shall, in order to be effective, require in the case of Parent, Sub the Parent or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Price Thomas A), Agreement and Plan of Merger and Reorganization (Firstamerica Automotive Inc /De/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of -------------------------------------------------------------- this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Bangla Property Management Inc), Merger Agreement (Bangla Property Management Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.04 or an extension or waiver of this Agreement pursuant to Section 7.04 80.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board the respective boards of Directorsdirectors of the applicable parties.
Appears in 2 contracts
Samples: Merger Agreement (Akerna Corp.), Merger Agreement (Sphere 3D Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 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, subject to the provisions of Section 5.10(b).
Appears in 2 contracts
Samples: Merger Agreement (Maxwell Shoe Co Inc), Merger Agreement (Jones Apparel Group Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require require, in the case of Parent, Sub Parent or the Company, action by its Board of DirectorsDirectors or, except with respect to a termination of this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 2 contracts
Samples: Merger Agreement (Vivendi), Merger Agreement (Mp3 Com Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require 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.
Appears in 2 contracts
Samples: Merger Agreement (Unilever N V), Merger Agreement (Alberto-Culver CO)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.04 or an extension or waiver of this Agreement pursuant to Section 7.04 8.05 shall, in order to be effective, require in the case of Parent, Sub Parent or the CompanyMerger Sub, action by its Board of Directors or the duly authorized designee of its Board of Directors, and in the case of the Company, action by the Company Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Sand Hill It Security Acquisition Corp), Merger Agreement (Sand Hill It Security Acquisition Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require require, in the case of Parent, Sub DWD or the CompanyMS, action by its Board of DirectorsDirectors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 2 contracts
Samples: Merger Agreement (Dean Witter Discover & Co), Merger Agreement (Morgan Stanley Group Inc /De/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require require, in the case of Parent, Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (KI NutriCare, Inc.), Merger Agreement (Sciele Pharma, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of Directors, acting by the affirmative vote of a majority of the members of the entire Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (International Game Technology), Merger Agreement (Venture Catalyst Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 9.4 or an extension or waiver of this Agreement pursuant to Section 7.04 9.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board the respective boards of Directorsdirectors of the applicable parties.
Appears in 2 contracts
Samples: Merger Agreement (Pieris Pharmaceuticals, Inc.), Merger Agreement (Pieris Pharmaceuticals, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 9.4 or an extension or waiver of this Agreement pursuant to Section 7.04 9.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board the respective boards of Directorsthe applicable parties.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Lantronix Inc), Securities Purchase Agreement (Communications Systems Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.4 or an extension or waiver of this Agreement pursuant to Section 7.04 7.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board governing body, or the duly authorized designee of Directorsthat governing body, of TBeck and Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (National Automation Services Inc), Stock Purchase Agreement (National Automation Services Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.1, an amendment of this Agreement pursuant to Section 7.03 9.3 or an extension or waiver of this Agreement pursuant to Section 7.04 9.4 shall, in order to be effective, require in the case of Parent, Sub Parent or the CompanyLandmark, action by its respective Board of Directors or the duly authorized designee of such Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Novitron International Inc), Agreement and Plan of Merger (Novitron International Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require require, in the case of Parent, Sub NTL or the CompanyPartners, action by its Board of DirectorsDirectors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 2 contracts
Samples: Amalgamation Agreement (NTL Inc /De/), Agreement and Plan of Amalgamation (Comcast Uk Cable Partners LTD)
Procedure for Termination, Amendment, Extension or Waiver. A Subject to Section 6.09, a termination of this Agreement pursuant to Section 7.018.01, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 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.
Appears in 2 contracts
Samples: Merger Agreement (Pennaco Energy Inc), Merger Agreement (Usx Corp)
Procedure for Termination, Amendment, Extension or Waiver. A --------------------------------------------------------- termination of this Agreement pursuant to Section 7.017.1 hereof, an amendment of this Agreement pursuant to Section 7.03 7.3 hereof or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 hereof 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.
Appears in 2 contracts
Samples: Merger Agreement (Algos Pharmaceutical Corp), Merger Agreement (Endo Pharmaceuticals Holdings Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.3 or an extension or waiver of this Agreement pursuant to Section 7.04 8.4 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of DirectorsDirectors (in the case of Company, subject to Section 1.4(b)).
Appears in 2 contracts
Samples: Merger Agreement (Associated Materials Inc), Merger Agreement (AMH Holdings, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require in action by the case respective Board of Parent, Sub Directors of the applicable parties or the Company, action by duly authorized designee of its Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Epizyme, Inc.), Merger Agreement (Analogic Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, 7.01 or an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require require, in the case of Parent, Sub Parent or the Company, action by its Board of DirectorsDirectors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee or other designee of its Board of Directors to the extent permitted by law.
Appears in 2 contracts
Samples: Merger Agreement (Chemfirst Inc), Merger Agreement (Dupont E I De Nemours & Co)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.3 or an extension or waiver of this Agreement pursuant to Section 7.04 8.4 shall, in order to be effective, require in the case of Parent, Sub Seller or the Surviving Company, action by its Board of Directors or, with respect to any amendment to this Agreement, the duly authorized designee of its Board of Directors.
Appears in 2 contracts
Samples: Reorganization Agreement (Lauder Ronald S), Reorganization Agreement (Central European Media Enterprises LTD)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require in the case of Parent, Sub the Company or the CompanyBuyer, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Natural Gas Services Group Inc), Stock Purchase Agreement (Natural Gas Services Group Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board the respective board of Directorsdirectors of the applicable parties.
Appears in 2 contracts
Samples: Merger Agreement (Demandware Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.01, an amendment of this Agreement pursuant to Section 7.03 9.03 or an extension or waiver of this Agreement pursuant to Section 7.04 9.04 shall, in order to be effective, require in the case of Parent, Merger Sub or the CompanyGrow Solutions, action by its the corporation’s Board of DirectorsDirectors and in the case of the Sole Officer, written authorization.
Appears in 2 contracts
Samples: Acquisition Agreement, Acquisition Agreement (Lighttouch Vein & Laser Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.01, an amendment of this Agreement pursuant to Section 7.03 9.03, or an extension or waiver of this Agreement pursuant to Section 7.04 9.04 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of DirectorsDirectors or a duly authorized member.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pretoria Resources Two, Inc), Merger Agreement (Pretoria Resources Two, Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.1, an amendment of this Agreement pursuant to Section 7.03 9.3 or an extension or waiver of this Agreement pursuant to Section 7.04 9.4 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.
Appears in 2 contracts
Samples: Merger Agreement (Lapolla Industries Inc), Merger Agreement (Empire Resources Inc /New/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors or, with respect to any amendment to this Agreement, to the extent permitted by applicable law, a duly authorized committee of its Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Bethlehem Steel Corp /De/), Merger Agreement (Lukens Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.01, an amendment of this Agreement pursuant to Section 7.03 9.03 or an extension or waiver of this Agreement pursuant to Section 7.04 9.04 shall, in order to be effective, be in writing and require in the case of Parent, Sub or the Company, action by its Board of DirectorsDirectors or the duly authorized designee of its Board of Directors (subject, in the case of the Company, to the requirements of Section 2.03).
Appears in 2 contracts
Samples: Merger Agreement (Click Commerce Inc), Merger Agreement (Illinois Tool Works Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or material waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require require, in the case of Parent, Sub FPL or the CompanyEntergy, action by its Board of DirectorsDirectors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 2 contracts
Samples: Merger Agreement (System Energy Resources Inc), Merger Agreement (Florida Power & Light Co)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.4 or an extension or waiver of this Agreement pursuant to Section 7.04 8.5 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Digital Imaging Resources Inc.), Merger Agreement (Superior Energy Services Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board board of Directorsdirectors or the duly authorized designee of its board of directors.
Appears in 2 contracts
Samples: Merger Agreement (Axys Pharmaceuticals Inc), Merger Agreement (Applera Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require require, in the case of Parent, Sub Parent or the CompanyTarget, action by its Board of DirectorsDirectors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 2 contracts
Samples: Merger Agreement (24/7 Media Inc), Merger Agreement (Exactis Com Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.04 shall, in order to be effective, require in the case of Parent, Sub or any of the Companyparties hereto, action by its Board of DirectorsDirectors or the duly authorized designee of its Board of Directors or, in the case of Newco, its “manager” within the meaning of the Delaware Limited Liability Company Act.
Appears in 2 contracts
Samples: Transaction Agreement (Domtar CORP), Transaction Agreement (Weyerhaeuser Co)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.01, an amendment of this Agreement pursuant to Section 7.03 9.03 or an extension or waiver of this Agreement pursuant to Section 7.04 9.04 shall, in order to be effective, require in the case of Parent, Merger Sub or the CompanyOneLove, action by its the corporation’s Board of DirectorsDirectors or limited liability company’s Members and in the case of the Members, written authorization.
Appears in 2 contracts
Samples: Acquisition Agreement, Acquisition Agreement (Lighttouch Vein & Laser Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement or other action attributed to the Board of Directors pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 8.13 or an extension or waiver of this Agreement pursuant to Section 7.04 8.14 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of Directors, acting by the affirmative vote of a majority of the members of the entire Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Clear Channel Communications Inc), Merger Agreement (Amfm Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.04 shall, in order to be effective, require in the case of Parent, Sub Parent or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 2 contracts
Samples: Merger Agreement (Atlas Copco North America Inc), Merger Agreement (Prime Service Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.01 hereof, an amendment of this Agreement pursuant to Section 7.03 7.02 hereof subject to the provisions of Section 7.03(c) hereof, or an extension or waiver of this Agreement pursuant to Section 7.04 7.03 hereof shall, in order to be effective, require in the case of Parent, Merger Sub or the Target Company, action by its Board respective board of Directorsdirectors.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.4 or an extension or waiver of this Agreement pursuant to Section 7.04 7.5 shall, in order to be effective, require require, in the case of Parent, Sub Global or the CompanyCrown, action by its Board board of Directorsdirectors or the duly authorized designee of its board of directors.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 7.03 9.4 or an extension or waiver of this Agreement pursuant to Section 7.04 9.5 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board the respective boards of Directorsthe applicable Parties.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 8.3, or an extension or waiver of this Agreement pursuant to Section 7.04 8.4 shall, in order to be effective, require in the case of ParentPurchaser action by its Board of Directors, Sub or in the case of the Company, action by its Board Manager, and in the case of Directorsthe Sellers, action by all of the Sellers.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Visium Technologies, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub Cayman Zhongtian or the Company, action by its Board of Directors.
Appears in 1 contract
Samples: Share Exchange Agreement (Zhongtian Mould Technologies Inc)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.04 shall, in order to be effective, require in the case of Parent, Sub Parent 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 shareholders of the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 8.2 or an extension or waiver of this Agreement pursuant to Section 7.04 8.12 shall, in order to be effective, require in the case of Parent, Sub the Purchaser or the Company, action by its Board of Directors.Directors or the duly
Appears in 1 contract
Samples: Merger Agreement (First Alert Inc)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 7.018.1, an amendment of this Agreement pursuant to Section 7.03 9.9 or an extension or waiver of this Agreement pursuant to Section 7.04 9.10 shall, in order to be effective, be in writing and 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.
Appears in 1 contract
Samples: Merger Agreement (Physiometrix Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.1, an extension or waiver pursuant to Section 9.3 or an amendment of this Agreement agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 10.2 shall, in order to be effective, require in the case of Parent, Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 1 contract
Samples: Merger Agreement (Mim Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require require, in the case of Parent, Sub Lucent or the CompanyINS, action by its Board of DirectorsDirectors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.0112.1, an amendment of this Agreement pursuant to Section 7.03 12.3, or an extension or waiver of this Agreement pursuant to Section 7.04 12.4 shall, in order to be effective, require in the case of Parent, Merger Sub or the CompanyUnited, action by its Board of Directors or the duly authorized designee of the Board of Directors.
Appears in 1 contract
Samples: Merger Agreement (Iceweb Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.017.1, an amendment of this Agreement pursuant to Section 7.03 7.3 or an extension or waiver of this Agreement pursuant to Section 7.04 7.4 shall, in order to be effective, require (i) in the case of Parent, Sub or the Company, action by its Board of Directors and the Company Special Committee, (ii) in the case of Newco, action by its Board of Directors., and (iii) in the case of Parent, action by its general partner. 44 51
Appears in 1 contract
Samples: Agreement and Plan of Merger (Walden Residential Properties Inc)
Procedure for Termination, Amendment, Extension or Waiver. A An effective termination of this Agreement pursuant to Section 7.017.1, an effective amendment of this Agreement pursuant to Section 7.03 7.3 or an effective extension or waiver of this Agreement pursuant to Section 7.04 shall7.4 shall require, in order to be effective, require in the case of Parent, Sub or the Companyfor each party, action by its Board of Directors.
Appears in 1 contract
Samples: Merger Agreement (Admar Group Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.019.01, an amendment of this ------------ Agreement pursuant to Section 7.03 9.03 or an extension or waiver of this Agreement pursuant to Section 7.04 ------------ ------- 9.04 shall, in order to be effective, be in writing and 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.
Appears in 1 contract
Samples: Merger Agreement (Ual Corp /De/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.018.01, an amendment of this Agreement pursuant to Section 7.03 8.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.04 shall, in order to be effective, require in the case of Parent, Sub Merger Subsidiary or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 1 contract
Samples: Merger Agreement (Exar Corp)
