Termination Waiver Amendment and Closing Sample Clauses

Termination Waiver Amendment and Closing. SECTION 9.1. Termination 40 SECTION 9.2. Effect of Termination 41 SECTION 9.3. Termination Fee 41 SECTION 9.4. Amendment or Supplement 42 SECTION 9.5. Extension of Time, Waiver, Etc 42 ARTICLE X MISCELLANEOUS SECTION 10.1. No Survival of Representations and Warranties 42 SECTION 10.2. Expenses 42 SECTION 10.3. Counterparts 43 SECTION 10.4. Governing Law 43 SECTION 10.5. Notices 43 SECTION 10.6. Miscellaneous 44 SECTION 10.7. Severability 44 SECTION 10.8. Enforcement of Agreement 44 EXHIBIT A - CONDITIONS OF THE OFFER LIST OF DEFINED TERMS Section Where Defined Action Section 7.3 Acquisition Proposal Section 7.2 Agreement Introduction Ancillary Documents Section 4.4 Articles of Merger Section 2.2 Audit Section 4.16 Benefit Plans Section 4.11 Blue Sky Laws Section 4.5 Board Section 1.3 Board of Directors Section 1.3 Cap Section 4.11 Certificates Section 3.1 Claim Section 7.3 Closing Section 2.3 Closing Date Section 2.3 Code Section 4.11 Company Introduction Company Benefit Plans Section 4.11 Company Common Stock Section 1.1 Company Disclosure Letter Section 4.3 Company ESPP Section 3.2 Company Material Adverse Effect Section 4.1 Company Meeting Section 6.6 Company Option Plans Section 4.3 Company Performance Component Section 7.10 Company Preferred Stock Section 4.3 Company SEC Reports Section 4.7 Company Shares Trust Section 2.2 Company Stock Options Section 4.3 Confidentiality Agreement Section 7.1 Continuing Directors Section 1.3 Contracts Section 4.5 Convertible Notes Preambles Covered Person Section 7.3 Current Plan Section 7.10 Derivative Section 4.19 Dissenting Shares Section 3.4 Effective Time Section 2.2 Environmental Costs Section 4.25 Environment Laws Section 4.25 ERISA Section 4.11 Excess Shares Section 2.2 Exchange Act Section 1.1 Exchange Fund Section 3.2 Excluded Options Section 3.1 Fairness Opinion Section 1.3 Financial Advisor Section 1.3 Governmental Entity Section 4.5 Hazardous Substances Section 4.25 HSR Act Section 4.5
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Termination Waiver Amendment and Closing 
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Related to Termination Waiver Amendment and Closing

  • Termination Waiver and Amendment 40 7.1 TERMINATION...................................................40 7.2

  • Termination Amendment and Waiver 46 7.1 Termination....................................................................................46 7.2

  • Waiver; Amendment Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

  • Amendment and Termination; Waiver Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

  • Modification, Amendment and Waiver The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any specific contracts in this Section 5.12 shall in no way be deemed to limit the power and authority of the Trustees as otherwise set forth in this Declaration of Trust to authorize the Fund to engage, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Fund.

  • Termination Amendment Waiver 49 Section 8.1 Termination.................................................. 49 Section 8.2

  • Amendment and Waiver The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

  • Conditions Precedent to the Effectiveness of this Amendment This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:

  • Waiver and Amendment Any provision of this Agreement may be waived at any time by the party that is entitled to the benefits of such provision. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

  • Amendment, Extension and Waiver Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholders, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

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