Common use of Amendment, Extension and Waiver Clause in Contracts

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the Parent Merger, whether before or after approval thereof by the stockholders of Seller, the parties may (a) amend this Agreement and the Merger Documents; (b) extend the time for the performance of any of the obligations or other acts of the other parties 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 herein (other than required stockholder and regulatory approval); provided, however, that after any approval of the Parent Merger by the stockholders of Seller, there may not be, without further approval of such stockholders, any amendment or waiver of this Agreement or the Parent Merger Documents which (i) modifies either the amount or the form of the Merger Consideration to be delivered to stockholders of Seller (for the avoidance of doubt, excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii) and Section 7.1 of this Agreement), or (ii) is reasonably likely to materially delay or jeopardize receipt of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition to the obligations of Acquiror, Acquiror Sub, Seller or Seller Subsidiary set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay the Effective Time. This Agreement and the Merger Documents may not be amended except by an instrument in writing signed on behalf of each 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 on behalf of such party and which has been authorized by or under the direction of its Board of Directors; 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.

Amendment, Extension and Waiver. Subject to applicable lawLaw, at any time prior to the consummation of the Parent Merger, whether before or after approval thereof by the stockholders of Seller, the parties may (a) amend this Agreement and the Merger Documents; (b) extend the time for the performance of any of the obligations or other acts of the other parties 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 herein (other than required stockholder and regulatory approval); provided, however, that after any approval of the Parent Merger by the stockholders of Seller, there may not be, without further approval of such stockholders, any amendment or waiver of this Agreement or the Parent Merger Documents Document which (i) modifies either the amount or the form of the Merger Consideration to be delivered to stockholders of Seller (for the avoidance of doubt, excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii2.1(a)(iv) and Section 7.1 of this Agreement), or (ii) is reasonably likely to materially delay or jeopardize receipt of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition to the obligations of Acquiror, Acquiror Sub, Seller or Seller Subsidiary Sub set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay the Effective Time. This Agreement and the Merger Documents may not be amended except by an instrument in writing signed on behalf of each 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 on behalf of such party and which has been authorized by or under the direction of its Board board of Directorsdirectors; 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.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the Parent Merger, whether before or after approval thereof by the stockholders of Seller, the parties may (a) amend this Agreement and the Merger Documents; (b) extend the time for the performance of any of the obligations or other acts of the other parties 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 herein (other than required stockholder and regulatory approval); provided, however, that after any approval of the Parent Merger by the stockholders of Seller, there may not be, without further approval of such stockholders, any amendment or waiver of this Agreement or the Parent Merger Documents which (i) modifies either the amount or the form of the Merger Consideration to be delivered to stockholders of Seller (for the avoidance of doubt, excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii) and Section 7.1 of this Agreement)Seller, or (ii) is reasonably likely to materially delay or jeopardize receipt of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition to the obligations of Acquiror, Acquiror Sub, Seller or Seller Subsidiary set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay the Effective Time. This Agreement and the Merger Documents may not be amended except by an instrument in writing signed on behalf of each 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 on behalf of such party and which has been authorized by or under the direction of its Board of Directors; 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.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the Parent Merger, whether before or after approval thereof by the stockholders of Seller, the parties may (a) amend this Agreement and the Merger Documents; Plan of Merger, (b) extend the time for the performance of any of the obligations or other acts of the other parties 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 herein (other than required stockholder and regulatory approval)herein; provided, however, that after any approval of the Parent Merger by the stockholders of Seller, there may not be, without further approval of such stockholders, any amendment or waiver of this Agreement or the Parent Plan of Merger Documents which (i) modifies either the amount or the form of the Merger Consideration to be delivered to stockholders of Seller (for the avoidance of doubt, excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii) and Section 7.1 of this Agreement)Seller, or (ii) is reasonably likely to materially delay or jeopardize receipt of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition to the obligations of Acquiror, Acquiror Sub, Seller Franklin or Seller Subsidiary set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay the Effective Time. This Agreement and the Plan of Merger Documents may not be amended except by an instrument in writing signed on behalf of each 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 on behalf of such party and which has been authorized by or under the direction of its Board of Directors; , but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or 41 condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

Amendment, Extension and Waiver. Subject to applicable law, The parties may amend the Merger Agreement by executed written agreement at any time prior to the consummation Acceptance Time. At any time before the Effective Time, each of the Parent Merger, whether before or after approval thereof by the stockholders of Seller, the parties may (a) amend this Agreement and to the Merger Documents; (b) Agreement may extend the time for the performance of any of the obligations or other acts of the other parties 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 herein in the Merger Agreement to the extent permitted by applicable law. Summary of the Support Agreements Concurrent with the execution and delivery of the Merger Agreement, on September 28, 2018, each of Xxxx Xxxxxx XXX (Chief Executive Officer of the Company and member of the Company Board), Xxxx X. Xxxx (member of the Company Board), Xxxxxxx Xxxxx (member of the Company Board), Xxxx Xxx Xxxxx (member of the Company Board), Ekumene Lysonge (Vice President, Secretary and General Counsel of the Company), the Jain Family Trust (stockholder of the Company), Xxxxxxx Xxxx (stockholder of the Company), Xxxxxxx XxXxxxx (member of the Company Board), Xxxxxxx Xxxxxxxx (Chief Financial Officer) and MILFAM LLC (stockholder of the Company) (collectively, the “Supporting Stockholders”) entered into support agreements (the “Support Agreements”) with Parent and Merger Sub, pursuant to which each of the Supporting Stockholders agreed, among other than required stockholder things, to tender his, her or its shares currently outstanding and regulatory approval)any shares acquired during the term of the applicable Support Agreement (including exercised options and vested stock units) (the “Subject Shares”) of Common Stock pursuant to the Offer. The Subject Shares represented, in the aggregate, approximately 51.4% of the outstanding shares of Common Stock outstanding as of September 21, 2018; provided, however, that after that, if all options and stock units to which the Supporting Stockholders are entitled were to vest and be exercised, then the Table of Contents Subject Shares would represent, in the aggregate, approximately 58.3% of the outstanding shares of Common Stock. Subject to the terms and conditions of the Support Agreements, the Supporting Stockholders agreed, among other things, to tender their shares of Common Stock in the Offer no later than ten business days following the commencement of the Offer. Without in any way limiting any of the Supporting Stockholder’s right to vote the Subject Shares in its sole discretion on any other matters, the Support Agreements also grant to, and appoint Parent (and its designees) as each Supporting Stockholder’s proxy and attorney-in-fact to vote all Subject Shares or to grant a consent or approval in respect of the Subject Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (i) in favor of the approval of the Parent Merger Agreement and the transactions contemplated thereunder and/or, (ii) against (A) any action or agreement which is intended or would reasonably be expected to materially impede, delay, postpone, interfere with, nullify or prevent, the Offer or the Merger, (B) any Acquisition Proposal (as defined in the Merger Agreement) and any action in furtherance of any Acquisition Proposal, or (C) any action, proposal, transaction or agreement that would reasonably be expected to result in the occurrence of any condition to the Offer not being satisfied, and/or (iii) in favor of any other matter necessary for the consummation of the transactions contemplated by the stockholders Merger Agreement, which is considered at any such meeting of Sellerthe Company stockholders. Each of the Support Agreements terminates immediately upon, there may not beamong others, without further approval the occurrence of such stockholders, any of the following: (x) termination of the Merger Agreement in accordance with its terms; (y) any amendment to the Merger Agreement without the Supporting Stockholder’s consent that decreases the Offer Price; or waiver (z) any amendment to the Merger Agreement not approved by the Board without the Supporting Stockholder’s consent that materially and adversely affects the Supporting Stockholder. The foregoing summary is qualified in its entirety by reference to the complete text of this Agreement or the Parent Merger Documents which (i) modifies either the amount or Support Agreements, the form of which is filed as Exhibit 99.1 to Current Report on Form 8-K filed by the Merger Consideration to be delivered to stockholders Company on September 28, 2018 and is incorporated herein by reference. Summary of Seller the Form Confidentiality Agreement On April 5, 2018, the Company and District Photo, Inc. (for “DPI”), an affiliate of Parent, entered into a confidentiality agreement (the avoidance of doubt“Form Confidentiality Agreement”), excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii) which, subject to certain exceptions, DPI agreed to, and Section 7.1 of this Agreement)to cause its affiliates to, or (ii) is reasonably likely to materially delay or jeopardize receipt of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition keep confidential certain non-public information relating to the obligations Company in connection with a possible transaction with the Company. DPI also agreed under the Confidentiality Agreement not to solicit for hire any Company employee to whom it was introduced or otherwise had contact with as a result of Acquiror, Acquiror Sub, Seller or Seller Subsidiary set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay its consideration of potential transaction for a period of one year after the Effective Time. This Agreement and the Merger Documents may not be amended except by an instrument in writing signed on behalf of each date of the parties heretoForm Confidentiality Agreement. Any agreement on the part of In addition, DPI agreed to a party hereto standstill provision pursuant to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party and which has been authorized by or under the direction of its Board of Directors; but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall DPI agreed not operate as a waiver of, or estoppel with respect to, any subsequent or other failureand to cause its affiliates not to, take certain acquisition-related actions until the expiration of the one year period following the date of the Form Confidentiality Agreement. The foregoing summary is qualified in its entirety by reference to the complete text of the Form Confidentiality Agreement, which is filed as Exhibit (d)(3) to the Tender Offer Statement on Schedule TO filed by Parent with the SEC on October 12, 2018 and is incorporated herein by reference.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the Parent Merger, Effective Time (whether before or after approval thereof by the stockholders shareholders of SellerCFB), the parties hereto by action of their respective boards of directors, may (a) amend this Agreement and the Merger Documents; Agreement, (b) extend the time for the performance of any of the obligations or other acts of the any other parties 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 herein (other than required stockholder and regulatory approval)herein; provided, however, that after any approval of this Agreement and the Parent Merger transactions contemplated hereby by the stockholders shareholders of SellerCFB, there no amendment to this Agreement may not be, without be made which under applicable law further approval by the shareholders of CFB is required, unless such stockholdersfurther shareholder approval is so obtained, and that any amendment amendment, extension or waiver granted or executed after shareholders of CFB have approved this Agreement or the Parent Merger Documents which (i) modifies shall not modify either the amount or the form of the Merger Consideration to be delivered provided hereby to stockholders holders of Seller (for CFB Common Stock upon the avoidance consummation of doubt, excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii) and Section 7.1 Merger or otherwise materially adversely affect the shareholders of this Agreement), or (ii) is reasonably likely to materially delay or jeopardize receipt CFB without the approval of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition to the obligations of Acquiror, Acquiror Sub, Seller or Seller Subsidiary set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay the Effective TimeCFB shareholders. This Agreement and the Merger Documents may not be amended except by an instrument in writing signed on behalf of each 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 on behalf of such party and which has been authorized by or under the direction of its Board of Directors; 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.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the Parent Merger, whether before or after approval thereof by the stockholders of Seller, the parties may (a) amend this Agreement and the Merger Documents; Plan of Merger, (b) extend the time for the performance of any of the obligations or other acts of the other parties 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 herein (other than required stockholder and regulatory approval)herein; provided, however, that after any approval of the Parent Merger by the stockholders of Seller, there may not be, without further approval of such stockholders, any amendment or waiver of this Agreement or the Parent Plan of Merger Documents which (i) modifies either the amount or the form of the Merger Consideration to be delivered to stockholders of Seller (for the avoidance of doubt, excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii) and Section 7.1 of this Agreement)Seller, or (ii) is reasonably likely to materially delay or jeopardize receipt of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition to the obligations of Acquiror, Acquiror Sub, Seller Franklin or Seller Subsidiary set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay the Effective Time. This Agreement and the Plan of Merger Documents may not be amended except by an instrument in writing signed on behalf of each 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 on behalf of such party and which has been authorized by or under the direction of its Board of Directors; , 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.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the Parent MergerMergers, whether before or after approval thereof by the stockholders Xxxxxxxx Holding shareholders, DGC, CNC, CNB, Xxxxxxxx Holding and Xxxxxxxx Bank may, by action taken by their respective Boards of Seller, the parties may Directors (ai) amend this Agreement and the Merger Documents; Agreement, (bii) extend the time for the performance of any of the obligations or other acts of the other parties hereto; , (ciii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; , or (div) waive compliance with any of the agreements or conditions contained herein in Articles V and VI (other than required stockholder and regulatory approval)Section 6.01 hereof; provided, however, that that, subject to Section 1.01 hereof, after any approval of the Parent Holding Company Merger by the stockholders shareholders of SellerXxxxxxxx Holding, there may not be, without further approval of such stockholdersshareholders, any amendment amendment, extension or waiver of this Agreement or the Parent Merger Documents which (i) modifies either changes the amount or the form of the Merger Consideration consideration to be delivered to stockholders shareholders of Seller (for the avoidance of doubt, excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii) and Section 7.1 of this Agreement), or (ii) is reasonably likely to materially delay or jeopardize receipt of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition to the obligations of Acquiror, Acquiror Sub, Seller or Seller Subsidiary set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay the Effective TimeXxxxxxxx Holding. This Agreement and the Merger Documents may not be amended except by an instrument in writing signed on behalf of each 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 on behalf of such party and which has been authorized by or under the direction of its Board of Directors; 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.

Amendment, Extension and Waiver. Subject to applicable law, at any time prior to the consummation of the Parent Merger, whether before or after approval thereof by the stockholders of Seller, the parties may (a) amend this Agreement and the Merger Documents; Plan of Merger, (b) extend the time for the performance of any of the obligations or other acts of the other parties 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 herein (other than required stockholder and regulatory approvalapprovals); provided, however, that after any approval of the Parent Merger by the stockholders of Seller, there may not be, without further approval of such stockholders, any amendment or waiver of this Agreement or the Parent Plan of Merger Documents which (i) modifies either the amount or the form of the Merger Consideration to be delivered to stockholders of Seller (for the avoidance of doubt, excluding adjustments in the Exchange Ratio pursuant to Section 2.1(a)(viii) and Section 7.1 of this Agreement)Seller, or (ii) is reasonably likely to materially delay or jeopardize receipt of any required regulatory approvals or materially impair or prevent the satisfaction of any other condition to the obligations of Acquiror, Acquiror Sub, Seller or Seller Subsidiary set forth in Sections 6.1, 6.2 and 6.3 hereof or may materially delay the Effective Time. This Agreement and the Plan of Merger Documents may not be amended except by an instrument in writing signed on behalf of each 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 on behalf of such party and which has been authorized by or under the direction of its Board of Directors; , 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.