Common use of Waiver and Agreement Clause in Contracts

Waiver and Agreement. (a) The Parties hereby agree that Section 8.1(c) of the Merger Agreement shall be amended in its entirety to read as follows: “By Parent or the Company if the Effective Time shall not have occurred on or before 5:00 p.m. New York City time on April 20, 2023 (the “End Date”); provided that if, prior to the End Date, all of the conditions to the Closing set forth in Article VII have been satisfied or waived, as applicable, or for conditions that by their nature are to be satisfied at the Closing, shall then be capable of being satisfied (except for any condition set forth in Section 7.1(c) or Section 7.1(d)), the Company and Parent may mutually agree to extend the End Date to a date that is three (3) months after the End Date (and if so extended, such later date being the End Date); provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the Party seeking to terminate if any action of such Party (or, in the case of Parent, Merger Sub) or the failure of such Party (or, in the case of Parent, Merger Sub) to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the primary cause of the failure of the Effective Time to occur on or before the End Date;”

Waiver and Agreement. (a) The Parties hereby agree that Section 8.1(c) of the Merger Agreement shall be amended in its entirety to read as follows: “By Parent or the Company if the Effective Time shall not have occurred on or before 5:00 p.m. New York City time on April 20December 31, 2023 (the “End Date”); provided that if, prior to the End Date, all of the conditions to the Closing set forth in Article VII have been satisfied or waived, as applicable, or for conditions that by their nature are to be satisfied at the Closing, shall then be capable of being satisfied (satisfied, except for any condition set forth in Section 7.1(c) or Section 7.1(d)), the Company and Parent may mutually agree to extend the End Date to a date that is three (3) months after the End Date (and if so extended, such later date being the End Date); provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the Party seeking to terminate if any action of such Party (or, in the case of Parent, Merger Sub) or the failure of such Party (or, in the case of Parent, Merger Sub) to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the primary cause of the failure of the Effective Time to occur on or before the End Date;”