Waiver of Minimum Condition Sample Clauses

Waiver of Minimum Condition. Notwithstanding any other provision contained herein, including, without limitation, Section 1.1(a) and (b), and subject in each case to any right Sub or Parent may have to terminate this Agreement pursuant to Section 8.1, in the event the Minimum Condition is not satisfied on any scheduled expiration date of the Offer, Sub shall, and Parent shall cause Sub to, at the direction of the Company, either (x) extend the Offer pursuant to Section 1.1(b) or (y) amend the Offer to provide that, in the event (i) the Minimum Condition is not satisfied at the next scheduled expiration date of the Offer (after giving effect to the issuance of any shares of Company Common Stock theretofore acquired by Parent or Sub) and (ii) the number of shares of Company Common Stock tendered pursuant to the Offer and not withdrawn as of such next scheduled expiration date is more than 50% of the then outstanding shares of Company Common Stock, Sub shall waive the Minimum Condition and amend the Offer to reduce the number of shares of Company Common Stock subject to the Offer to 50.1% of the shares of Company Common Stock then outstanding (the “Revised Minimum Number”) and purchase, on a pro rata basis, the Revised Minimum Number of shares (it being understood that Sub shall not in any event be required to accept for payment, or pay for, any shares of Company Common Stock if less than the Revised Minimum Number of shares are tendered pursuant to the Offer and not withdrawn at the expiration date).
Sample 1
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Waiver of Minimum Condition. This Amendment No. 1, dated as of October 21, 2016 (this “Amendment”), amends, as further set forth herein, the Stockholders Agreement, dated as of September 6, 2016 (the “Original SHA”), by and among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), Gato Investments LP, a Delaware limited partnership (the “Investor”), InterMedia Hemisphere Roll-Over L.P., a Delaware limited partnership (the “Rollover SPV”), InterMedia Partners VII, L.P., a Delaware limited partnership (“IMPVII”), Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), Xxxxx X. Xxxx, an individual (“Xxxx”), and Searchlight II HMT, L.P., a Delaware limited partnership (“Searchlight”).
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Waiver of Minimum Condition. For all purposes under the Original SPA, the Investor hereby waives the Minimum Condition (including its right to terminate the Original SPA pursuant to Section 7.1(d) of the Original SPA) and this Section 5.2 shall constitute a waiver in writing of such condition in accordance with Section 2.2(a) and Section 9.8) of the Original SPA.
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Waiver of Minimum Condition. Eldorado expressly reserves the right, in its sole discretion, to modify, waive or reduce the minimum tender condition (the “Minimum Condition”) or to waive or modify any other term or condition of the Amended Offer except that, without the prior written consent of Frontier, Eldorado shall not:
Sample 1

Related to Waiver of Minimum Condition

  • Minimum Condition Section 1.1(a).........................................2

  • Waiver of Conditions The conditions to each of the parties' obligations to consummate the Merger are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Waiver of conditions precedent The conditions specified in this clause 9 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

  • MINIMUM CESSION The minimum amount of reinsurance per cession that THE REINSURER will accept is shown in Schedule A.

  • Limited Waiver of Conditions Precedent If Agent, Issuing Bank or Lenders fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation when any conditions precedent are not satisfied (regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of (a) the right of Agent, Issuing Bank and Lenders to insist upon satisfaction of all conditions precedent with respect to any subsequent funding, issuance or grant; nor (b) any Default or Event of Default due to such failure of conditions or otherwise.

  • Waiver of Minimum Funding Standard If the plan administrator of any Plan applies under Section 412(d) of the Code for a waiver of the minimum funding standards of Section 412(a) of the Code and any Lender believes the substantial business hardship upon which the application for the waiver is based could reasonably be expected to subject either the Company or any Controlled Group member to liability in excess of the Threshold Amount.

  • Conditions Precedent/Effectiveness Conditions This Amendment shall be effective upon (the “Effective Date”) the satisfaction of each of the following conditions (all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent’s counsel):

  • Minimum Extension Requirement If (and only if) the total of the Commitments of the Lenders that have agreed to extend their Maturity Date and the new or increased Commitments of any Additional Commitment Lenders is more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date that is one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

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