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: Agreement and Plan of Merger (Closure Medical Corp), Agreement and Plan of Merger (Scios Inc), Agreement and Plan of Merger (Overseas Shipholding 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, 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: Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (Boston Scientific Corp), Agreement and Plan of Merger (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 8.04 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: Agreement and Plan of Merger (Brookdale Senior Living Inc.), Agreement and Plan of Merger (NWH Inc), Agreement and Plan of Merger (Unitedhealth Group Inc)
Procedure for Termination or Amendment. (a) 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 Managers or 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 Managers or Board of Directors to the extent permitted by law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Speedway Motorsports Inc), Agreement and Plan of Merger (International Speedway Corp), Agreement and Plan of Merger (Action Performance Companies 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: Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Benchmark Electronics Inc), Agreement and Plan of Merger (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: Agreement and Plan of Merger (Cybex International Inc), Agreement and Plan of Merger (Synergx Systems Inc), Agreement and Plan of Merger (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 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: Agreement and Plan of Merger (Advo Inc), Agreement and Plan of Merger (Valassis Communications Inc), Agreement and Plan of Merger (Greenfield Online 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: Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Cardinal Health Inc), Agreement and Plan of Merger (Viasys Healthcare 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: Agreement and Plan of Merger (Greenfield Online Inc), Agreement and Plan of Merger (Microsoft Corp)
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: Agreement and Plan (Mosaic Co), Agreement and Plan of Merger and Contribution (Imc Global 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 8.04 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: Agreement and Plan of Merger (Unitedhealth Group Inc), Agreement and Plan of Merger (Pacificare Health Systems Inc /De/)
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: Agreement and Plan of Merger (Smithfield Foods Inc), Agreement and Plan of Merger (Premium Standard Farms, 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 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: Agreement and Plan of Merger (Ingersoll Rand Co LTD), Agreement and Plan of Merger (Trane 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: Agreement and Plan of Merger (Uap Holding Corp), Agreement and Plan of Merger (Agrium Inc)
Procedure for Termination or Amendment. (a) 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 applicable law. Termination of this Agreement prior to the Effective Time shall not require the approval of the stockholders of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Olin Corp), Agreement and Plan of Merger (Pioneer Companies 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: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (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 7.038.03, the duly authorized committee of its Board of Directors to the extent permitted by lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ihop Corp), Agreement and Plan of Merger (Applebees International 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: Agreement and Plan of Merger (Meridian Medical Technologies Inc), Agreement and Plan of Merger (Orapharma 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: Agreement and Plan of Merger (Xerox Corp), Voting Agreement (Affiliated Computer Services 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 law.applicable Law. 104
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Grail, LLC), Agreement and Plan of Merger (Grail, LLC)
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: Agreement and Plan of Merger (Hirsch International Corp), Agreement and Plan of Merger (Hirsch 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, 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
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: Agreement and Plan of Merger (Flow International 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 8.3 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
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: Agreement and Plan of Merger (En Pointe Technologies 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
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
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.104
Appears in 1 contract
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: Agreement and Plan of Merger (Vicuron Pharmaceuticals 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 1 contract
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
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
