Common use of Procedure for Termination or Amendment Clause in Contracts

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by law.

Appears in 9 contracts

Samples: Merger Agreement (Closure Medical Corp), Merger Agreement (Scios Inc), Merger Agreement (Overseas Shipholding Group Inc)

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Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawapplicable Law.

Appears in 8 contracts

Samples: Merger Agreement (Boston Scientific Corp), Merger Agreement (Boston Scientific Corp), Merger Agreement (Boston Scientific Corp)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.04 shall, in order to be effective, require, in the case of Parent or the Company, action by its the Parent Board of Directors or the Company Board, as applicable, or, with respect to any amendment of this Agreement pursuant to Section 7.038.04, the Parent Board or the Company Board, as applicable, or the duly authorized committee or other designee of its the Parent Board of Directors or the Company Board, as applicable, to the extent permitted by lawLaw.

Appears in 7 contracts

Samples: Merger Agreement (Brookdale Senior Living Inc.), Merger Agreement (Guilford Pharmaceuticals Inc), Merger Agreement (NWH Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by law.

Appears in 4 contracts

Samples: Merger Agreement (Animas Corp), Merger Agreement (Benchmark Electronics Inc), Merger Agreement (Pemstar Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 9.01 or an amendment of this Agreement pursuant to Section 7.03 9.03 shall, in order to be effective, require, in the case of Parent or Merger Sub, action by its respective board of directors, and in the case of the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to Special Committee or the extent permitted by lawCompany Board.

Appears in 3 contracts

Samples: Merger Agreement (Cybex International Inc), Merger Agreement (Synergx Systems Inc), Merger Agreement (Firecom Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors (or, with respect to any amendment in the case of this Agreement pursuant to Section 7.03Parent, the a duly authorized committee of its Board of Directors to the extent permitted by lawapplicable Law).

Appears in 3 contracts

Samples: Merger Agreement (Viasys Healthcare Inc), Merger Agreement (Cardinal Health Inc), Merger Agreement (Cardinal Health Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 9.01 or an amendment of this Agreement pursuant to Section 7.03 9.04 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board board of Directors directors or, with respect to any amendment of this Agreement pursuant to Section 7.039.04, the duly authorized committee of its Board board of Directors directors to the extent permitted by lawapplicable Law.

Appears in 3 contracts

Samples: Merger Agreement (Grail, LLC), Merger Agreement (Grail, LLC), Merger Agreement (Johnson & Johnson)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its respective Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawDirectors.

Appears in 3 contracts

Samples: Merger Agreement (Greenfield Online Inc), Merger Agreement (Valassis Communications Inc), Merger Agreement (Advo Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or (to the extent required by applicable Law) an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or Parent, the CompanyCompany and Merger Sub, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the a duly authorized committee of its Board of Directors to the extent permitted by lawapplicable Law.

Appears in 2 contracts

Samples: Merger Agreement (Premium Standard Farms, Inc.), Merger Agreement (Smithfield Foods Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.03 shall, in order to be effective, require, in the case of Parent or Parent, the CompanyCompany and Merger Sub, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.038.03, the a duly authorized committee of its Board of Directors to the extent permitted by lawapplicable Law.

Appears in 2 contracts

Samples: Merger Agreement (McKesson Corp), Merger Agreement (Per Se Technologies Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawDirectors.

Appears in 2 contracts

Samples: Merger Agreement (Greenfield Online Inc), Merger Agreement (Microsoft Corp)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or Parent, the CompanyCompany and Merger Sub, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawDirectors.

Appears in 2 contracts

Samples: Merger Agreement (Trane Inc.), Merger Agreement (Ingersoll Rand Co LTD)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.04 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.038.04, the duly authorized committee or other designee of its Board of Directors to the extent permitted by lawLaw.

Appears in 2 contracts

Samples: Merger Agreement (Unitedhealth Group Inc), Merger Agreement (Mid Atlantic Medical Services Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.03 shall, in order to be effective, require, in the case of Parent or Merger Sub or the Company, action by its Board respective board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawdirectors.

Appears in 2 contracts

Samples: Merger Agreement (Hirsch International Corp), Merger Agreement (Hirsch International Corp)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.04 shall, in order to be effective, require, in the case of Parent or the Company, action by its the Parent Board of Directors oror the Company Board, with respect to any amendment of this Agreement pursuant to Section 7.03as applicable, or the duly authorized committee or other designee of its the Parent Board of Directors or the Company Board, as applicable, to the extent permitted by lawLaw.

Appears in 2 contracts

Samples: Merger Agreement (Pacificare Health Systems Inc /De/), Merger Agreement (Unitedhealth Group Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, requirerequires, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by law.

Appears in 2 contracts

Samples: Merger Agreement (Meridian Medical Technologies Inc), Merger Agreement (Orapharma Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.03 shall, in order to be effective, require, (a) in the case of Parent or the CompanyCompany and Merger Sub, action by its Board of Directors orand (b) in the case of Parent, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of action by its Board of Directors to the extent permitted by lawor an authorized committee thereof.

Appears in 2 contracts

Samples: Merger Agreement (Uap Holding Corp), Merger Agreement (Agrium Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 11.01 or an amendment of this Agreement pursuant to Section 7.03 11.04 shall, in order to be effective, require, in the case of Parent IMC or the CompanyCargill, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.0311.04, the duly authorized committee or other designee of its Board of Directors to the extent permitted by lawLaw.

Appears in 2 contracts

Samples: Merger Agreement (Imc Global Inc), Merger Agreement (Mosaic Co)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.038.03, the duly authorized committee of its Board of Directors to the extent permitted by lawLaw.

Appears in 2 contracts

Samples: Merger Agreement (Ihop Corp), Merger Agreement (Applebees International Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment or waiver of this Agreement pursuant to Section 7.03 7.04 or Section 7.05 shall, in order to be effective, require, in the case of Parent or Parent, the CompanyCompany and Merger Sub, action by its Board of Directors oror a duly authorized committee thereof (including, with respect to any amendment in the case of the Company, the Special Committee). Termination of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors prior to the extent permitted by lawEffective Time shall not require the approval of the stockholders of either the Company or Parent.

Appears in 2 contracts

Samples: Merger Agreement (Xerox Corp), Merger Agreement (Affiliated Computer Services Inc)

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Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.1 or an amendment or waiver of this Agreement pursuant to Section 7.03 9.1 or Section 9.2 shall, in order to be effective, require, in the case of the Company, Parent and Merger Sub, action by their respective Boards of Directors or a duly authorized committee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by law.

Appears in 1 contract

Samples: Merger Agreement (Easterly Acquisition Corp.)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.1 or an amendment of this Agreement pursuant to Section 7.03 8.4 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors the Company Board, or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by law.to

Appears in 1 contract

Samples: Merger Agreement (Interwoven Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, requirerequires, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement Agree ment pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by law.

Appears in 1 contract

Samples: Merger Agreement (Johnson & Johnson)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.01 or an amendment of this Agreement pursuant to Section 7.03 8.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board respective board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawdirectors.

Appears in 1 contract

Samples: Merger Agreement (Flow International Corp)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or Merger Sub or the Company, action by its respective Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawDirectors.

Appears in 1 contract

Samples: Merger Agreement (En Pointe Technologies Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 7.1 of this Agreement or an amendment of this Agreement pursuant to Section 7.03 7.3 of this Agreement shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawDirectors.

Appears in 1 contract

Samples: Merger Agreement (Vicuron Pharmaceuticals Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 7.1 or an amendment or waiver of this Agreement pursuant to Section 7.03 8.1 or Section 8.2 shall, in order to be effective, require, in the case of Parent or the Company, Investor, action by its Board their respective Boards of Directors or, with respect to any amendment (or other governing body) or a duly authorized committee thereof. Termination of this Agreement pursuant prior to Section 7.03, Closing shall not require the duly authorized committee approval of its Board the stockholders of Directors to the extent permitted by lawInvestor.

Appears in 1 contract

Samples: Investment Agreement (Easterly Acquisition Corp.)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 9.01 or an amendment of this Agreement pursuant to Section 7.03 9.04 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board board of Directors directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by law.to

Appears in 1 contract

Samples: Merger Agreement (Illumina, Inc.)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 8.1 or an amendment of this Agreement pursuant to Section 7.03 8.3 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawDirectors.

Appears in 1 contract

Samples: Merger Agreement (Merck & Co Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or and the Company, action by its Board board of Directors directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board board of Directors directors to the extent permitted by lawLaw.

Appears in 1 contract

Samples: Merger Agreement (DG FastChannel, Inc)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment of this Agreement Agree ment pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by law.

Appears in 1 contract

Samples: Merger Agreement (Johnson & Johnson)

Procedure for Termination or Amendment. A termination -------------------------------------- of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors 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 1 contract

Samples: Merger Agreement (Alza Corp)

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 7.01 or an amendment of this Agreement pursuant to Section 7.03 shall, in order to be effective, require, in the case of Parent Zac or the Company, action by its respective Board of Directors or, with respect to any amendment of this Agreement pursuant to Section 7.03, the duly authorized committee of its Board of Directors to the extent permitted by lawDirectors.

Appears in 1 contract

Samples: Merger Agreement (Zones Inc)

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