Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 8 contracts
Samples: Merger Agreement (CMC Materials, Inc.), Merger Agreement (CMC Materials, Inc.), Merger Agreement (Entegris Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 9.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 9.04 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior pursuant to the Effective Time Section 9.01 shall not require the approval of the stockholders of either the Company or Parent or the Companyas sole stockholder of Merger Sub.
Appears in 6 contracts
Samples: Merger Agreement (Morphic Holding, Inc.), Merger Agreement (TSR Inc), Merger Agreement (Alpine Immune Sciences, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 6 contracts
Samples: Merger Agreement (Mocon Inc), Merger Agreement (Home Loan Servicing Solutions, Ltd.), Merger Agreement (New Residential Investment Corp.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent the Company or the CompanyParent.
Appears in 5 contracts
Samples: Merger Agreement (Ashland Inc.), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Hercules Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders of either Parent the Company or the Companystockholders of Parent.
Appears in 5 contracts
Samples: Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 8.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 8.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior pursuant to the Effective Time Section 8.01 shall not require the approval of the stockholders of either the Company or Parent or the Companyas sole stockholder of Merger Sub.
Appears in 5 contracts
Samples: Merger Agreement (Stryker Corp), Merger Agreement (Vocera Communications, Inc.), Merger Agreement (Dermira, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the stockholders of the Company.
Appears in 4 contracts
Samples: Merger Agreement (CEB Inc.), Merger Agreement (Gartner Inc), Merger Agreement (SAVVIS, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Sub or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 4 contracts
Samples: Merger Agreement (United Defense Industries Inc), Merger Agreement (DRS Technologies Inc), Merger Agreement (United Defense Industries Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors Directors, or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 3 contracts
Samples: Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors Directors, or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the stockholders of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Hawaiian Telcom Holdco, Inc.), Merger Agreement (Cincinnati Bell Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 9.4 or an extension or waiver of this Agreement pursuant to Section 8.05 9.5 shall, in order to be effective, require, in the case of Purchaser or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c) to the Effective Time shall not require the approval of the stockholders of either Parent or the Companyextent applicable).
Appears in 3 contracts
Samples: Merger Agreement (Nortel Networks Inc.), Merger Agreement (Pec Solutions Inc), Merger Agreement (Nortel Networks LTD)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or or, to the extent permitted by Law, the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Merger Agreement (Harrahs Entertainment Inc), Merger Agreement (Caesars Entertainment Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 7.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 7.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior pursuant to the Effective Time Section 7.01 shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Merger Agreement (Avantor, Inc.), Merger Agreement (VWR Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the CompanyQwest, Parent CenturyLink or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the shareholders of CenturyLink or the stockholders of either Parent or the CompanyQwest.
Appears in 2 contracts
Samples: Merger Agreement (Centurytel Inc), Merger Agreement (Qwest Communications International Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Partnership Merger Effective Time shall not require the approval of the stockholders of either Parent the Company or the Companyapproval of the stockholders of Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independence Realty Trust, Inc), Merger Agreement (Trade Street Residential, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.018.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 8.4 or an extension or waiver of this Agreement pursuant to Section 8.05 8.5 shall, in order to be effective, require, require action by the respective Boards of Directors of the applicable parties (in the case of Public Company and Private Company) or the Stockholders Representative (in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the CompanyStockholders).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dare Bioscience, Inc.), Stock Purchase Agreement (Cerulean Pharma Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Merger Agreement (Coast Hotels & Casinos Inc), Stockholders Agreement (Coast Hotels & Casinos Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nielsen Holdings N.V.), Merger Agreement (Arbitron Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors the Company Board, or the duly authorized designee thereofof the Company Board and, in the case of Acquiror or Merger Sub, a duly authorized officer. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.018.1, an amendment of this Agreement pursuant to Section 8.04 8.4 or an extension or waiver pursuant to Section 8.05 8.5 shall, in order to be effective, require, in the case of the CompanyStratasys, Parent Objet, Holdco or Merger Sub, action by its Board of Directors or to the duly authorized designee thereofextent permitted by applicable law. Termination of this Agreement prior to the Effective Time shall not require the approval of the shareholders of Objet or the stockholders of either Parent or the CompanyStratasys.
Appears in 1 contract
Samples: Merger Agreement (Stratasys Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 9.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 9.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or Directors, and in the duly authorized designee thereofcase of the Company, action by the Company Board. Termination of this Agreement prior pursuant to the Effective Time Section 9.01 shall not require the approval of the stockholders of either the Company or Parent or the Companyas sole stockholder of Merger Sub.
Appears in 1 contract
Samples: Merger Agreement (Akili, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 9.02 or an extension or waiver pursuant to Section 8.05 9.03 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Samples: Merger Agreement (Headwaters Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.01, an amendment of this Agreement pursuant to Section 8.04 9.03 or an extension or waiver of this Agreement pursuant to Section 8.05 9.04 shall, in order to be effective, requirerequire in the case of Parent, Merger Sub or IneedMD, action by the corporation’s Board of Directors and in the case of the CompanyMajority Shareholder, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Companywritten authorization.
Appears in 1 contract
Samples: Acquisition Agreement (Clutterbug Move Management, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section Section 8.01, an amendment of this Agreement pursuant to Section 8.04 Section 8.03 or an extension or waiver pursuant to Section 8.05 Section 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Samples: Merger Agreement (Radvision LTD)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board board of Directors or directors or, to the extent permitted by Law, the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Samples: Merger Agreement (Sparta Inc /De)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors, and in the case of Cap Rock Holding, action by an executive manager. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 9.4 or an extension or waiver of this Agreement pursuant to Section 8.05 9.5 shall, in order to be effective, require, in the case of the Purchaser or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior its Board of Directors (which, in the case of the Company, shall include the approval contemplated by Section 1.3(c), to the Effective Time shall not require the approval of the stockholders of either Parent or the Companyextent then applicable).
Appears in 1 contract
Samples: Merger Agreement (Idm Pharma, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, 8.01 or an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver with respect to this Agreement pursuant to Section 8.05 8.03 shall, in order to be effective, require, in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior pursuant to the Effective Time Section 8.01 shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors (or in the case of Parent, the Parent Board) or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders equityholders of either Parent or the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 9.4 or an extension or waiver of this Agreement pursuant to Section 8.05 9.5 shall, in order to be effective, require, in the case of the Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to its Board of Directors (which, in the Effective Time case of the Company, shall not require include the approval of the stockholders of either Parent or the Companycontemplated by Section 1.3(c)).
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the shareholders of the Company.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Merger Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Samples: Merger Agreement (Avaya Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.0115.1, an amendment of this Agreement pursuant to Section 8.04 15.3 or an extension or waiver pursuant to Section 8.05 15.4 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofDirectors. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract
Samples: Transaction Agreement and Plan of Merger (Avid Technology, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.1, an amendment amendment, modification or supplement of this Agreement pursuant to Section 8.04 9.4 or an extension or waiver of this Agreement pursuant to Section 8.05 9.5 shall, in order to be effective, require, in the case of the Purchaser or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to its Board of Directors (which, in the Effective Time case of the Company, shall not require include the approval of the stockholders of either Parent or the Companycontemplated by Section 1.3(c)).
Appears in 1 contract
Samples: Merger Agreement (Perkinelmer Inc)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01Agreement, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of Acquirer, action by the Acquirer Governing Body, or, in the case of Acquisition Subsidiary or the Company, Parent or Merger Sub, action by its Board board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Companydirectors.
Appears in 1 contract
Samples: Merger Agreement (Pennichuck Corp)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.019.01, an amendment of this Agreement pursuant to Section 8.04 9.03 or an extension or waiver of this Agreement pursuant to Section 8.05 9.04 shall, in order to be effective, requirerequire in the case of Parent, Merger Sub or Sports Field, action by the corporation’s Board of Directors and in the case of the CompanyMajority Shareholder, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Companywritten authorization.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, require in the case of Parent or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Partnership Merger Effective Time shall not require the approval of the stockholders of either Parent the Company or the Company.approval of the stockholders of Parent. ARTICLE IX
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of the Buyer Parties or the Company, Parent or Merger Sub, action by its Board board of Directors directors or the duly authorized designee thereofof its board of directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
Appears in 1 contract
Samples: Merger Agreement (AmREIT, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. (a) A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Acquisition Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.
(b) The Company may terminate this Agreement pursuant to Section 8.01(d) only if prior to the Company Stockholder Approval (i) the Company Board has received a Superior Company Proposal,
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the Company.. 66
Appears in 1 contract
Samples: Merger Agreement (PVH Corp. /De/)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.017.01, an amendment of this Agreement pursuant to Section 8.04 7.03 or an extension or waiver pursuant to Section 8.05 7.04 shall, in order to be effective, require, in require notice thereof to the case of the Company, Parent or Merger Sub, action other parties hereto as contemplated by its Board of Directors or the duly authorized designee thereofSection 8.02. Termination of this Agreement prior to before the Effective Time shall not require the approval of the stockholders of either the Company or the equityholders of Parent or the CompanyMerger Sub.
Appears in 1 contract
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of the Company, Parent action by the Company Board or Merger the duly authorized designee of the Company Board and in the case of Parent, Purchaser or Sub, action by its Board board of Directors directors or the duly authorized designee thereofsole member, as applicable. Termination of this Agreement prior to the First Effective Time shall not require the approval of the stockholders of either Parent or the CompanyStockholders.
Appears in 1 contract
Samples: Merger Agreement (2U, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver under this Agreement pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of the Company, Parent Merger Sub or Merger SubMDI, action by its Board of Directors or or, to the extent permitted by law, the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of either Parent or the CompanyMDI.
Appears in 1 contract
Samples: Merger Agreement (Mdi, Inc.)
Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 8.03 or an extension or waiver pursuant to Section 8.05 8.04 shall, in order to be effective, require, require in the case of Parent, Sub or the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereofof its Board of Directors. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders shareholders of either Parent or the Company.
Appears in 1 contract