Common use of Amendment or Supplement Clause in Contracts

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 15 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Dell Inc)

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Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that (a) following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approvalapproval and (b) after the Effective Time, this Agreement may not be amended or supplemented in any respect.

Appears in 7 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp), Agreement and Plan of Merger (Duke Energy CORP)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.), Agreement and Plan of Merger (Dynamex Inc)

Amendment or Supplement. At any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company and Parent with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require or in accordance with the rules of any relevant stock exchange requires further approval by the such stockholders of the Company without such approvalfurther approval nor any amendment or change not permitted under applicable Law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (W R Grace & Co), Agreement and Plan of Merger (Synthetech Inc), Agreement and Plan of Merger (Dow Chemical Co /De/)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Horizon Lines, Inc.), Agreement and Plan of Merger (Matson, Inc.), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval the adoption of the Transactions this Agreement by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Opgen Inc), Agreement and Plan of Merger (Liposcience Inc), Agreement and Plan of Merger (Medtox Scientific Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties heretoparties, by action taken by their respective Boards of Directorsthe Parent Board and the Company Board; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Validus Holdings LTD), Agreement and Plan of Merger (American International Group Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders holders of the CompanyCompany Common Stock, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders holders of the Company without such approvalCommon Stock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Plethico Pharmaceuticals Ltd.), Agreement and Plan of Merger (Nutra Acquisition CO Inc.), Agreement and Plan of Merger (Natrol Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany and Merger Sub, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company or Merger Sub without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aerogen Inc), Agreement and Plan of Merger (Nektar Therapeutics), Agreement and Plan of Merger (Blue Martini Software Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Vote, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders of the CompanyStockholders, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Stockholders without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (NightHawk Radiology Holdings Inc), Agreement and Plan of Merger (Viking Holdings LLC), Agreement and Plan of Merger (Virtual Radiologic CORP)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors (which in the case of the Company after the Offer Closing shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hospitality Distribution Inc), Agreement and Plan of Merger (Cec Entertainment Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of each of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Aeroways, LLC), Agreement and Plan of Merger (Cke Restaurants Inc), Agreement and Plan of Merger (Cke Restaurants Inc)

Amendment or Supplement. At Subject to applicable Law, at any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Shareholder Vote, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the Company’s shareholders, there shall be no amendment of or change to the provisions hereof which by Law of this Agreement which, pursuant to applicable Law, would require further approval by the stockholders Company’s shareholders without receipt of the Company without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Abc-Mart, Inc.), Agreement and Plan of Merger (Lacrosse Footwear Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Required Stockholder ApprovalVote, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the Company's stockholders, there shall be no amendment of or change to the provisions hereof which by Law of this Agreement which, pursuant to applicable Law, would require further approval by the Company's stockholders without receipt of the Company without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (SRS Labs Inc), Agreement and Plan of Merger and Reorganization (Dts, Inc.), Agreement and Plan of Merger and Reorganization (SRS Labs Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the transactions contemplated hereby by the Company Stockholder ApprovalShareholders, by written agreement of the parties hereto, and by action taken by their respective Boards of Directorsthe Parent Board and Company Board; provided, however, that following approval of the Transactions by the stockholders of the Company, Company Shareholder Approval or Parent Shareholder Approval there shall be no amendment or change to the provisions hereof which by Law would require further shareholder approval by the stockholders of the Company without such approval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Perfumania Holdings, Inc.), Agreement and Plan of Merger (Parlux Fragrances Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, only by written agreement of the parties hereto, approved by action taken by their respective Boards of Directorsthe Parent Board and the Company Board; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders holders of the Company Shares without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Navigators Group Inc), Agreement and Plan of Merger (Hartford Financial Services Group Inc/De)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalApprovals, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors, in the case of the Company and Merger Sub, and its general partner, in the case of Parent; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approvals, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Internet Brands, Inc.), Agreement and Plan of Merger (Getty Images Inc)

Amendment or Supplement. At any time before or after approval of the matters presented in connection with the Merger by the respective stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in any by written agreement executed and all respects, whether before or after receipt delivered by duly authorized officers of the Company Stockholder Approval, by written agreement and Parent with respect to any of the parties heretoterms contained in this Agreement, by action taken by their respective Boards of Directors; provided, however, except that following approval the adoption of the Transactions this Agreement by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require or in accordance with the rules of any relevant stock exchange requires further approval by the such stockholders of the Company without such further approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Centennial Communications Corp /De), Agreement and Plan of Merger (At&t Inc.)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Unitholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and the other transactions contemplated hereunder by the stockholders Unitholders of the Company, there shall be no amendment or change to the provisions hereof of this Agreement which by Law would require further approval by the stockholders Unitholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Copano Energy, L.L.C.), Agreement and Plan of Merger (Kinder Morgan Energy Partners L P)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval or the Parent Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and this Agreement by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Endurance Specialty Holdings LTD), Agreement and Plan of Merger (Montpelier Re Holdings LTD)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly 44 authorized officers of the respective Boards of Directorsparties; provided, however, that (a) following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approvalapproval and (b) after the Effective Time, this Agreement may not be amended or supplemented in any respect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder Approvaltransactions contemplated hereby by stockholders of the Company, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (which in the case of the Company after the Purchase Date shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval of the Transactions transactions contemplated hereby by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require further stockholder approval by the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gmi Merger Corp), Agreement and Plan of Merger (Guilford Mills Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of duly authorized officers of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Polymedica Corp)

Amendment or Supplement. At any time before or after approval of this Agreement by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company, News Corp. and Merger Sub with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof supplement which by Law would require law requires further approval by such stockholders without further approval by the stockholders of the Company without such approvalCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Heritage Media Corp), Agreement and Plan of Merger (HMC Acquisition Corp /De/)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors, with respect to any of the terms contained in this Agreement; provided, however, however that following approval of the Transactions by the stockholders of the Company, Company Stockholder Approval there shall be no amendment or change to the provisions hereof which by Law would require reduce the amount or change the type of consideration into which each Share shall be converted upon consummation of the Merger or other change requiring stockholder approval without further approval by the stockholders of the Company without such approvalCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Alcoa Inc), Agreement and Plan of Merger (Reynolds Metals Co)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (STARLIMS Technologies LTD), Agreement and Plan of Merger (SBS Technologies Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Company’s shareholders without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CHS Inc), Agreement and Plan of Merger (Newport Corp)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, Shareholder Approval by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, provided that following approval of the Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hilb Rogal & Hobbs Co), Agreement and Plan of Merger (Willis Group Holdings LTD)

Amendment or Supplement. (a) At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder Approvaltransactions contemplated hereby by stockholders of the Company, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (which in the case of the Company shall include the Director Approval contemplated by Section 8.2(b)); provided, however, that following approval of the Transactions transactions contemplated hereby by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require further stockholder approval by the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wiltel Communications Group Inc), Agreement and Plan of Merger (Leucadia National Corp)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by hereto upon action taken by their respective Boards of DirectorsDirectors (which in the case of the Company after the Acceptance Time shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law or in accordance with the rules of any relevant stock exchange would require further approval by any of the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Galderma Laboratories, Inc.), Agreement and Plan of Merger (Collagenex Pharmaceuticals Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Required Company Stockholder ApprovalVote, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the Company’s stockholders, there shall be no amendment of or change to the provisions hereof which by Law of this Agreement which, pursuant to applicable Law, would require further approval by the Company’s stockholders without receipt of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wok Acquisition Corp.), Agreement and Plan of Merger (P F Changs China Bistro Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval of this Agreement or the Transactions by the stockholders of the Company without such approvalCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Asset Acceptance Capital Corp), Agreement and Plan of Merger (Encore Capital Group Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, respects by written agreement of the parties Parties hereto, by action taken or authorized by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall will be no amendment or change to the provisions hereof which of this Agreement that by Law would require further approval by the Company stockholders of the Company without unless such approvalapproval is obtained.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Midstates Petroleum Company, Inc.), Agreement and Plan of Merger (Amplify Energy Corp)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder Approvaltransactions contemplated hereby by stockholders of the Company, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (or Special Committee); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Tender Offer and Merger Agreement (Five Star Products Inc), Tender Offer and Merger Agreement (National Patent Development Corp)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto authorized by action taken by their respective Boards boards of Directorsdirectors (which in the case of the Company after the Offer Closing shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Precision Castparts Corp), Agreement and Plan of Merger (Titanium Metals Corp)

Amendment or Supplement. At any time before or after approval of this Agreement and the Transactions by the shareholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company (subject to Section 1.4(b)) and the Parent with respect to any and all respectsof the terms contained in this Agreement, whether before or after receipt except that following approval by the shareholders of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof supplement which by Law would require requires further approval by such shareholders without further approval by the stockholders shareholders of the Company without such approvalCompany.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Recovery Engineering Inc), Agreement and Plan of Merger (Procter & Gamble Co)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, if applicable, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval if the adoption of this Agreement by the stockholders of the Transactions Company is required by applicable Law, then following the adoption of this Agreement by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Orchid Cellmark Inc), Support Agreement (Monogram Biosciences, Inc.)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Merger and the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Bioveris Corp)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which that by Law would require further approval by the stockholders of the Company or without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Broadvision Inc), Agreement and Plan of Merger (Bravo Holdco)

Amendment or Supplement. At This Agreement may be amended, modified or supplemented by the Parties hereto at any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsApproval has been obtained; provided, however, that following approval (i) any such amendment, modification or supplement shall be in a writing specifically designated as an amendment hereto and signed on behalf of each of the Transactions by Parties and (ii) after the stockholders of the CompanyCompany Stockholder Approval has been obtained, there no amendment shall be no amendment or change made that pursuant to the provisions hereof which by applicable Law would require requires further approval or adoption by the stockholders of the Company without such approvalfurther approval or adoption.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Borgwarner Inc), Agreement and Plan of Merger (Remy International, Inc.)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Watsco Inc), Agreement and Plan of Merger (Hughes Supply Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ladish Co Inc), Agreement and Plan of Merger (Allegheny Technologies Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, provided that following approval the receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fremont Michigan Insuracorp Inc), Agreement and Plan of Merger (Nymagic Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (which in the case of the Company after the Offer Closing shall include the Independent Director Approval contemplated by Section 1.3); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Terremark Worldwide Inc.)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Vote, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders of the CompanyShareholders, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Shareholders without such approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (API Technologies Corp.), Agreement and Plan of Merger (Spectrum Control Inc)

Amendment or Supplement. At This Agreement may be amended, modified or supplemented by the parties at any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsApproval has been obtained; provided, however, that following approval of after the Transactions by the stockholders of the CompanyCompany Stockholder Approval has been obtained, there shall be no amendment or change may be made that pursuant to the provisions hereof which by applicable Law would require requires further approval or adoption by the stockholders of the Company without such approvalfurther approval or adoption. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Acer Therapeutics Inc.), Agreement and Plan of Merger (Zevra Therapeutics, Inc.)

Amendment or Supplement. At any time before or after approval of the matters presented in connection with the Merger by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company and Parent with respect to any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directorsterms contained in this Agreement; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require with respect to any matter not permitted under applicable law without further approval by the stockholders of the Company without unless such approvalapproval is first obtained.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Universal Outdoor Holdings Inc), Agreement and Plan of Merger (Clear Channel Communications Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, respects by written agreement of Parent, Merger Sub, the parties heretoCompany and the Stockholder Representative, by action taken by their respective Boards of Directors; provided, howeverif applicable, so long as no amendment that following requires stockholder approval under applicable Laws shall be made without the requisite approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalstockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gentiva Health Services Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, respects by written agreement of Parent, the parties hereto, by action taken by their respective Boards of DirectorsCompany and the Shareholders’ Representative; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Crown Holdings Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Vote, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and this Agreement by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Investors Heritage Capital Corp)

Amendment or Supplement. (a) At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties heretoparties, by action taken by their respective Boards of Directorsthe Parent Board and the Company Board; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xl Group LTD)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors (in the case of the Company, acting upon recommendation of the Special Committee); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rural/Metro Corp /De/)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, authorized by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof shall be made which by Law would require further approval by the stockholders of the Company Stockholders without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magellan Health Services Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto authorized by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Archipelago Learning, Inc.)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and this Agreement by the stockholders of the CompanyRegistered Shareholders, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Registered Shareholders without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tower Group International, Ltd.)

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Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respectssupplemented, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken upon approval by their respective Boards of DirectorsDirectors (or similar governing body); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NationsHealth, Inc.)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such stockholder approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biosource International Inc)

Amendment or Supplement. At any time prior to the Company Merger Effective Time, this Agreement may be amended or supplemented in any and all respects; provided that, whether before any amendment or after supplement to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of each of the parties hereto; provided, further, that following receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Radius Global Infrastructure, Inc.)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Authentec Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval of this Agreement or the Transactions by the stockholders of the Company without such further approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zygo Corp)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; providedPROVIDED, howeverHOWEVER, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ionics Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Shareholder Approvals, only by written agreement of the parties hereto, by action taken by their respective Boards of Directorsthe Parent Board and the Company Board; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyRequired Shareholder Approvals, there shall be no amendment or change to the provisions hereof which by applicable Law would require further approval by the stockholders holders of the Company Shares without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (OneBeacon Insurance Group, Ltd.)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the CompanyCompany Shareholders, there shall be no amendment of or change to the provisions hereof of this Agreement which by Law would require further approval by the stockholders of the Company Shareholders without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder ApprovalRequired Vote, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions Merger by the stockholders of the CompanyStockholders, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Stockholders without such approval.

Appears in 1 contract

Samples: Escrow Agreement (Nortek Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Required Stockholder ApprovalVote, by written agreement signed by all of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions this Agreement by the stockholders of the Company’s stockholders, there shall be no amendment of or change to the provisions hereof which by Law of this Agreement which, pursuant to applicable Legal Requirements, would require further approval by the Company’s stockholders without receipt of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ardea Biosciences, Inc./De)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of any of the Company Stockholder ApprovalTransactions by Shareholders, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval of the Transactions by the stockholders of the CompanyShareholders, there shall be no amendment or change to the provisions hereof which that by Law would require further shareholder approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proquest Co)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions transactions contemplated hereby by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wheeling Pittsburgh Corp /De/)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany and Merger Sub, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalor Merger Sub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hanover Direct Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of the Transactions by the holders of Company Stockholder ApprovalCommon Stock, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsParties; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by applicable Law or in accordance with the rules of any relevant self regulatory organization would require further approval by the stockholders holders of the Company Common Stock without such further approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Energy East Corp)

Amendment or Supplement. At any time before or after approval of the matters presented in connection with the Merger by the respective stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement executed and delivered by the parties hereto with respect to any of the parties heretoterms contained in this Agreement, by action taken by their respective Boards of Directors; provided, however, except that following approval the adoption of the Transactions this Agreement by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof which by Law would require or in accordance with the rules of any relevant stock exchange requires further approval by the such stockholders of the Company without such further approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)

Amendment or Supplement. At any time before or after approval of this Agreement by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company, News Corp. and Fox with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof supplement which by Law would require law requires further approval by such stockholders without further approval by the stockholders of the Company without such approvalCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New World Communications Group Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, authorized by action taken by their respective Boards of DirectorsDirectors or equivalent body; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof shall be made which by Law applicable Laws would require further approval by the stockholders of the Company Holders without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magellan Health Services Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors or any committee thereof; provided, however, that following approval of the Merger Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jo-Ann Stores Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards boards of Directorsdirectors, subject to Section 1.5; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digimarc Corp)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jda Software Group Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and the other transactions contemplated hereunder by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof of this Agreement which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lufkin Industries Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken or authorized by their respective Boards of Directors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company Stockholders without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (True Religion Apparel Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, Parties hereto and delivered by action taken by their duly authorized officers of the respective Boards of DirectorsParties; provided, however, that (a) following approval receipt of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approvalapproval and (b) after the Effective Time, this Agreement may not be amended or supplemented in any respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Delta Natural Gas Co Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger and this Agreement by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Endurance Specialty Holdings LTD)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the Company, if required by applicable Law, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bare Escentuals Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto and delivered by action taken by their duly authorized officers of the respective Boards of Directorsparties; provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalapproval having first been obtained.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forest Laboratories Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after the receipt of the Company Stockholder Approval, by written agreement of the parties hereto, hereto authorized by action taken by their respective Boards boards of Directorsdirectors; provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nts, Inc.)

Amendment or Supplement. At any time before or after approval of this Agreement by the stockholders of the Company and prior to the Effective Time, this Agreement may be amended or supplemented in writing by the Company and the Parent with respect to any and all respects, whether before or after receipt of the Company Stockholder Approvalterms contained in this Agreement, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, except that following approval of the Transactions by the stockholders of the Company, Company there shall be no amendment or change to the provisions hereof supplement which by Law would require requires further approval by such stockholders without further approval by the stockholders of the Company without such approvalCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (King World Productions Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (or similar governing body); provided, however, that following approval receipt of the Transactions by the stockholders of the CompanyCompany Stockholder Approval, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Autoinfo Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directorsparties; provided, however, that following approval adoption of the Transactions this Agreement by the stockholders of the Company, there shall be no amendment or change to the provisions hereof of this Agreement which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (United Retail Group Inc/De)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, respects by written agreement of Parent, LLC Sub, Merger Sub, the parties heretoCompany and the Stockholder Representative, by action taken by their respective Boards boards of Directors; provideddirectors or managers, howeverif applicable, so long as no amendment that following requires stockholder approval under applicable Laws shall be made without the requisite approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approvalstockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gentiva Health Services Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Shareholder Approval, by written agreement of all of the parties hereto, by action taken approved by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders shareholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders shareholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (On Track Innovations LTD)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions Merger by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Leucadia National Corp)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt approval of the Merger by the holders of Company Stockholder ApprovalCommon Stock, by written agreement of the parties hereto, by action taken by their respective Boards of Directors; provided, however, that following approval of the Transactions by the stockholders of the CompanyCompany Shareholder Approval, there shall be no amendment or change to the provisions hereof which by Law or in accordance with the rules of any relevant stock exchange would require further approval by the stockholders holders of the Company Common Stock without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mc Shipping Inc)

Amendment or Supplement. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Company Stockholder Approval, by written agreement of the parties hereto, by action taken by their respective Boards of DirectorsDirectors (in the case of the Company, acting upon recommendation of the Special Committee); provided, however, that following approval of the Transactions by the stockholders of the Company, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Company without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (J Crew Group Inc)

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