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 and Plan of Merger (Monster Offers), Acquisition Agreement and Plan of Merger (Absolute Glass Protection Inc), 25 Agreement and Plan of Merger (Alpha Virtual Inc/Ca/)
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: Agreement and Plan of Merger (Boise Cascade Corp), Agreement and Plan of Merger (Santa Fe Pacific Gold Corp), Agreement and Plan of Merger (Newmont Mining 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, 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: Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Level 8 Systems Inc), Agreement and Plan of Merger (Cayenne 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: Ii– Agreement and Plan of Merger (Anchor Gaming), Execution Copy Agreement and Plan of Merger (International Game Technology), Agreement and Plan of Merger (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 in the case of the Parent, the Merger Sub or the Company, action by its Board of Directors.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Designer Export, Inc), Agreement and Plan of Merger (SN Strategies Corp.), Agreement and Plan of Merger (China Executive Education Corp)
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: Agreement and Plan of Merger (Performance Technologies Inc \De\), Agreement and Plan of Merger (Sonus Networks Inc), Agreement and Plan of Merger (Network Equipment Technologies 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: Agreement and Plan of Merger (IMARA Inc.), Agreement and Plan of Merger (Millendo Therapeutics, Inc.), Agreement and Plan of Merger (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, 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: Agreement and Plan of Merger (Total System Services Inc), Agreement and Plan of Merger (NetSpend Holdings, Inc.), Agreement (Deltek, 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 or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 6 contracts
Samples: Stock Option Agreement (Perkin Elmer Corp), Merger Agreement (Pharmaceutical Marketing Services Inc), Agreement and Plan of Merger (Perseptive Biosystems 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 6 contracts
Samples: Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (CFC International Inc), Agreement and Plan of Merger (I Stat Corporation /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, 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: Agreement and Plan of Merger (Macrochem Corp), Agreement and Plan of Merger (Access Pharmaceuticals Inc), Agreement and Plan of Merger (Somanta 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 8.03 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: Agreement and Plan of Merger (Virtusa Corp), Agreement and Plan of Merger (Hi/Fn Inc), Agreement and Plan of Merger (Thompson Creek Metals CO 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: Agreement and Plan of Merger (Premier Document Services Inc), Agreement and Plan of Merger (Rodobo International Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Lamela Luis E), Agreement and Plan of Merger (Psychiatric Solutions Inc), Agreement and Plan of Merger (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 8.04 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: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings 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.), Agreement and Plan of Merger (Millstream Acquisition Corp), Agreement and Plan of Merger (Millstream Acquisition Corp)
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 4 contracts
Samples: Agreement and Plan of Merger (Endurance International Group Holdings, Inc.), Agreement and Plan of Merger (American Science & Engineering, Inc.), Agreement and Plan of Merger (Risley John Carter)
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 (National Automation Services Inc), Stock Purchase Agreement (Bluefire Ethanol Fuels 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 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: Agreement and Plan of Merger (Pinnacle Data Systems Inc), Agreement and Plan of Merger (Avnet Inc), Agreement and Plan of Merger (Bell Microproducts 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 (Navstar Media Holdings, Inc.), Stock Purchase Agreement (Aspen Racing Stables. 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 (International Paper Co /New/), Purchase Agreement (Weyerhaeuser Co), Assignment and Assumption Agreement (International Paper Co /New/)
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: Agreement and Plan of Merger (SRAX, Inc.), Agreement and Plan of Merger (Boston Therapeutics, Inc.), Agreement and Plan of Merger (Amergent Hospitality Group, 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: Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Washington National Corp), Agreement and Plan of Merger (Intelligent Controls Inc), Agreement and Plan of Merger (Code Hennessy & Simmons Ii Lp)
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 and Plan of Merger (ID Perfumes, Inc.), Acquisition Agreement and Plan of Merger (Adrenalina), Acquisition Agreement and Plan of Merger (Basic Services, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. (a) 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, Merger Sub or the Company, action by its Board of Directors or, in the case of an extension or waiver pursuant to Section 7.4, the duly authorized designee of its Board of Directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pfbi Capital Trust), Agreement and Plan of Merger (Mainsource Financial Group), Agreement and Plan of Merger (Indiana United Bancorp)
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 Manufacturing & Technology Inc), Agreement and Plan of Merger (Score Acquisition Corp), Agreement and Plan of Merger (Talley Industries 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 or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Morton Industrial Group Inc), Agreement and Plan of Merger (Championship Auto Racing Teams Inc), Agreement and Plan of Merger (Championship Auto Racing Teams Inc)
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: Agreement of Merger and Contribution (Cdnow Inc/Pa), Agreement of Merger and Contribution (Time Warner Inc/), Agreement of Merger And (Time Warner 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 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: Agreement and Plan of Merger (Gaylord Entertainment Co), Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Westinghouse Electric 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 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: Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Crane Co /De/)
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: Agreement and Plan of Merger (Renaissance Worldwide Inc), Agreement and Plan of Merger (Aquent Inc), Agreement and Plan of Merger (Renaissance Worldwide 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 (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: Agreement and Plan of Merger (VCG Holding Corp), Agreement and Plan of Merger (Lowrie Management LLLP), Agreement and Plan of Merger (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 7.3 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: Agreement and Plan of Merger (Chartwell Re Holdings Corp), Agreement and Plan of Merger (Chartwell Re Corp), Iv 6 Agreement and Plan of Merger (Trenwick Group 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, (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: Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Micro Therapeutics Inc), Agreement and Plan of Merger (Micro Investment LLC)
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: Agreement and Plan of Merger (El Paso Energy Corp/De), Agreement and Plan of Merger (Crystal Gas Storage Inc), Agreement and Plan of Merger (Midcoast Energy Resources 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: Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Xcellenet Inc /Ga/), Agreement and Plan of Merger (Template Software 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: Agreement and Plan of Merger (Clear Channel Communications Inc), Agreement and Plan of Merger (Amfm Inc)
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: Agreement and Plan of Merger (Usx Corp), Agreement and Plan of Merger (Pennaco Energy 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: Agreement and Plan of Merger (Click Commerce Inc), Agreement and Plan of Merger (Illinois Tool Works Inc)
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: Agreement and Plan of Merger (Chemfirst Inc), Agreement and Plan of Merger (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 8.4 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 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: Agreement and Plan of Merger (Digital Imaging Resources Inc.), Agreement and Plan of Merger (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 of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bangla Property Management Inc), Agreement and Plan of Merger (Bangla Property Management 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: Agreement and Plan of Merger (Vivendi), Agreement and Plan of Merger (Mp3 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 8.04 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: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)
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: Agreement and Plan of Merger (HRPT Properties Trust), Agreement and Plan of Merger (Hallwood Realty Partners L P)
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: Amended and Restated Agreement and Plan of Merger (Amerus Life Holdings Inc), Agreement and Plan of Merger (Amvestors Financial Corp)
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: Agreement and Plan of Merger (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 7.018.1, 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 7.018.1, 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 7.017.1, 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: Agreement and Plan of Merger (Conseco Inc Et Al), Agreement and Plan of Merger (Pioneer Financial Services 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 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: Agreement and Plan of Merger (Pieris Pharmaceuticals, Inc.), Agreement and Plan of Merger (Pieris Pharmaceuticals, 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 or the Company, action by its Board board of Directorsdirectors or, to the extent permitted by Law, the duly authorized designee of its board of directors (in the case of the Company Board, acting through the Special Committee if applicable).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sport Supply Group, Inc.), Agreement and Plan of Merger (Sage Parent Company, 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: Agreement and Plan of Merger (Lapolla Industries Inc), Agreement and Plan of Merger (Empire Resources Inc /New/)
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 and Plan of Merger, Acquisition Agreement and Plan of Merger (Lighttouch Vein & Laser 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 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: Agreement and Plan of Merger (Bethlehem Steel Corp /De/), Agreement and Plan of Merger (Lukens 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 (Dynamics Corp of America), Amended and Restated Agreement and Plan of Merger (CTS 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 7.01, 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: Agreement and Plan of Merger (Applera Corp), Agreement and Plan of Merger (Axys 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 (Communications Systems Inc), Securities Purchase Agreement (Lantronix 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: Agreement and Plan of Merger (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: Agreement and Plan of Amalgamation (NTL Inc /De/), Agreement and Plan of Amalgamation (Comcast Uk Cable Partners LTD)
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 and Plan of Merger, Acquisition Agreement and Plan of Merger (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: Amended Agreement and Plan of Merger (Pretoria Resources Two, Inc), Agreement and Plan of Merger (Pretoria Resources Two, 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: Agreement and Plan of Merger (Florida Power & Light Co), Agreement and Plan of Merger (System Energy Resources Inc)
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: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Algos Pharmaceutical 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 board of Directorsdirectors or the duly authorized designee of its board of directors.
Appears in 2 contracts
Samples: Agreement and Plan (Abraxis BioScience, Inc.), Agreement and Plan (Celgene Corp /De/)
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: Agreement and Plan of Merger (AMH Holdings, Inc.), Agreement and Plan of Merger (Associated Materials Inc)
Procedure for Termination, Amendment, Extension or Waiver. (a) 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 2 contracts
Samples: Agreement and Plan of Merger (Time Warner Inc), Agreement and Plan of Merger (Turner Broadcasting System 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: Agreement and Plan of Merger (Unilever N V), Agreement and Plan of Merger (Alberto-Culver CO)
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 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. Any party desiring to terminate this Agreement shall give written notice of such termination to the other parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ameripath Inc), Agreement and Plan of Merger (Specialty Laboratories Inc)
Procedure for Termination, Amendment, Extension or Waiver. (a) 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, Holdco, Delaware Sub, Georgia 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 2 contracts
Samples: And Restated Agreement and Plan of Merger (Turner Broadcasting System Inc), Original Agreement (Time Warner 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: Agreement and Plan of Merger (Epizyme, Inc.), Agreement and Plan of Merger (Analogic Corp)
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: Agreement and Plan of Merger (Prime Service Inc), Agreement and Plan of Merger (Atlas Copco North America 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 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: Agreement and Plan of Merger (Morgan Stanley Group Inc /De/), Agreement and Plan of Merger (Dean Witter Discover & Co)
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: Agreement and Plan of Merger (Maxwell Shoe Co Inc), Agreement and Plan of Merger (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, 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: Agreement and Plan of Merger (Charterhouse Equity Partners Ii Lp), Agreement and Plan of Merger (Designer Holdings LTD)
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 Acquirer 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 (Tennant James R), Agreement and Plan of Merger (Home Products International 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 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: Agreement and Plan of Merger (24/7 Media Inc), Agreement and Plan of Merger (Exactis Com 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: Agreement and Plan of Merger (Venture Catalyst Inc), Agreement and Plan of Merger (International Game Technology)
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: Agreement and Plan of Merger (Impac Medical Systems Inc), Agreement and Plan of Merger (Elekta AB)
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 and Plan of Reorganization (National Automation Services Inc), Stock Purchase Agreement and Plan of Reorganization (National Automation Services 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: Agreement and Plan of Merger (Akerna Corp.), Agreement and Plan of Merger (Sphere 3D 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 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, action by its Board of Directors or any duly authorized committee of its Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornell Companies 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 7.01, 8.1 or an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 8.3 shall, in order to be effective, require in the case of Parent, Holdco, Sub or the Company, action by its Board of DirectorsDirectors or applicable governing body or the duly authorized designee thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (APP Pharmaceuticals, 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 8.03 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 1 contract
Samples: Agreement and Plan of Merger (Electronic Data Systems Corp /De/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.0110.1, an amendment of this Agreement pursuant to Section 7.03 10.3, or an extension or waiver of this Agreement pursuant to Section 7.04 10.4 shall, in order to be effective, require in the case of Parent, Merger Sub or the CompanyVianet, action by its Board of Directors or the duly authorized designee of the Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digital Imaging Resources Inc.)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 7.01, 7.01 or an amendment of this Agreement or an extension or waiver with respect to 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, Merger Sub or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors. Termination of this Agreement pursuant to Section 7.01 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 7.01, 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 Pubco or the Company, action by its Board of Directors.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. (a) 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 Sub, the Company or the CompanyNewco, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Igen International Inc /De)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.016.01, an amendment of this Agreement pursuant to Section 7.03 6.03 or an extension or waiver of this Agreement pursuant to Section 7.04 6.04 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 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 Parent, Sub Purchaser or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.. ARTICLE IX
Appears in 1 contract
Samples: Fieldcrest Cannon 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 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
Samples: Agreement and Plan of Merger (Lucent 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 or the Company, action by its Board of Directors or, to the extent permitted by law, 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 7.018.1, 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 1 contract
Samples: Agreement and Plan of Merger (Dusa 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 8.5 or an extension or waiver of this Agreement pursuant to Section 7.04 8.6 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 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.014.01, an amendment of this Agreement pursuant to Section 7.03 4.03 or an extension or waiver of this Agreement pursuant to Section 7.04 4.04 shall, in order to be effective, require in the case of Parent, Sub the Purchaser or the Company, action by its Board of Directors or the duly authorized designee of its Board of Directors.
Appears in 1 contract
Samples: Conditional Subscription Agreement (Usinternetworking 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 8.05 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 1 contract
Samples: Agreement and Plan of Merger (Harmony Energy Technologies Corp)
