Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors at any time, whether before or after Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, without such further 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 15 contracts
Sources: Merger Agreement (Longevity Health Holdings, Inc.), Merger Agreement (Carisma Therapeutics Inc.), Merger Agreement (Ocugen, Inc.)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties hereto by action taken or authorized by written agreement of the parties hereto (by action taken by their respective Boards boards of Directors directors, if required) at any timetime prior to the Effective Time, whether before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, without such further 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 5 contracts
Sources: Merger Agreement (ExOne Co), Merger Agreement (Desktop Metal, Inc.), Merger Agreement (HFF, Inc.)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors at any timetime prior to the Effective Time, whether before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that (a) after Merger Sub has accepted for payment and paid for Shares pursuant to the Offer, no amendment may be made which decreases the Merger Consideration and (b) after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall may be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, Stockholders without such further 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 5 contracts
Sources: Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cryolife Inc), Merger Agreement (Cryolife Inc)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties Parties by action taken or authorized by their respective Boards of Directors at any timetime prior to the Effective Time, whether before or after Company the Parent Stockholder Approval or the Parent Stockholder Company Shareholder Approval has been obtained; provided, however, that after the Company Parent Stockholder Approval or the Parent Stockholder Company Shareholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of Parent or shareholders of the Company or ParentCompany, as applicable, without such further 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 Parties in interest at the time of the amendment.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Olympic Steel Inc), Merger Agreement (Ryerson Holding Corp), Agreement and Plan of Merger (Olympic Steel Inc)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors at any timetime prior to the Effective Time, whether before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, Parent without such further approval or adoptionapproval. 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 amendmentparties.
Appears in 3 contracts
Sources: Merger Agreement (Paramount Gold Nevada Corp.), Merger Agreement (Paramount Gold & Silver Corp.), Merger Agreement (Coeur Mining, Inc.)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties hereto by action taken or authorized by written agreement of the parties hereto (by action taken by their respective Boards boards of Directors directors, if required) at any timetime prior to the Effective Time, whether before or after the Company Stockholder Approval or the Parent Stockholder Shareholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Shareholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders shareholders of the Company or Parent, as applicable, without such further 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
Sources: Merger Agreement (Ingredion Inc), Merger Agreement (Penford Corp)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties Parties by action taken or authorized by their respective Boards of Directors or Boards of Managers, as applicable, at any timetime prior to the Effective Time, whether before or after Company the Parent Stockholder Approval or the Parent Company Stockholder Approval has been obtained; provided, however, that after the Company Parent Stockholder Approval or the Parent Company Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of Parent Stockholders or the Company or ParentStockholders, as applicablerespectively, without such further 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 Parties in interest at the time of the amendment.
Appears in 2 contracts
Sources: Merger Agreement (Pioneer Natural Resources Co), Merger Agreement (Parsley Energy, Inc.)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors (or equivalent governing body) at any timetime prior to the Company Merger Effective Time, whether before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall may be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, without such further 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
Sources: Merger Agreement, Merger Agreement (InfraREIT, Inc.)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by written agreement of the parties (by action taken by their respective Boards boards of Directors directors, if required) at any timetime prior to the Effective Time, whether before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, without such further 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
Sources: Merger Agreement (National General Holdings Corp.), Merger Agreement (Allstate Corp)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by Parent and the parties Company by action taken or authorized by their respective Boards of Directors at any timetime prior to the Effective Time, whether before or after Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, Parent without such further 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 Parent and the parties in interest Company at the time of the such amendment.
Appears in 2 contracts
Sources: Merger Agreement (Diffusion Pharmaceuticals Inc.), Merger Agreement (Diffusion Pharmaceuticals Inc.)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties hereto by action taken or authorized by written agreement of the parties hereto (by action taken by their respective Boards boards of Directors directors, if required) at any timetime prior to the Effective Time, whether before or after the Company Stockholder Approval or the Parent Stockholder Shareholder Approval has been obtained; provided, however, that that, after the Company Stockholder Approval or the Parent Stockholder Shareholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders shareholders of the Company or Parent, as applicable, without such further 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
Sources: Agreement and Plan of Merger (Infinity Property & Casualty Corp), Agreement and Plan of Merger (KEMPER Corp)
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors at any time, whether before or after Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, without such further 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 1 contract
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties Parties by action taken or authorized by their respective Boards boards of Directors directors at any timetime prior to the Effective Time, whether before or after Company Stockholder Approval or the Parent Company’s Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Company’s Stockholder Approval has been obtained, no amendment shall may be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, without such further 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 by the Company and Intermediate Parent (on behalf of each of itself and the parties in interest at the time of the amendmentother Affinion Parties).
Appears in 1 contract
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards boards of Directors directors (in the case of the Company, acting through the Independent Committee, if then in existence) at any timetime prior to the Effective Time, whether before or after the Company Stockholder Approval or the Parent Stockholder Approval has Approvals have been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has Approvals have been obtained, no amendment shall may be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, without such further 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 1 contract
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties Parties by action taken or authorized by written agreement of the Parties (by action taken by their respective Boards boards of Directors directors, if required) at any timetime prior to the Share Swap Record Date, whether before or after the Company Stockholder Approval or the Parent Stockholder Shareholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Shareholder Approval has been obtained, no amendment shall be made become effective that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, Shareholders without such further 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 Parties in interest at the time of the amendment.
Appears in 1 contract
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of of Directors at any timetime prior to the Effective Time, whether before or after the Parent Shareholder Approval and the Company Stockholder Approval or the Parent Stockholder Approval has have been obtained; provided, however, that after both the Parent Shareholder Approval and the Company Stockholder Approval or the Parent Stockholder Approval has have been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, the stockholders of Parent without such further 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.amendment.
Appears in 1 contract
Sources: Merger Agreement
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors (if applicable) at any time, whether before or after Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or ParentCompany, as applicable, without such further 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 1 contract
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors at any time, whether before or after Company Stockholder Approval or the Parent Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Approval Approval, as applicable, has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders of the Company or Parent, as applicable, without such further 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 1 contract
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties hereto by action taken or authorized by written agreement of the parties hereto (by action taken by their respective Boards boards of Directors directors, if required) at any timetime prior to the Closing Date, whether before or after the Company Stockholder Approval or the Parent Stockholder Shareholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Stockholder Shareholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the stockholders shareholders of the Company or Parent, as applicable, without such further 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 1 contract
Amendment or Supplement. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized by their respective Boards of Directors governing bodies at any time, whether before or after Company Stockholder Approval or the Parent Buyer Stockholder Approval has been obtained; provided, however, that after the Company Stockholder Approval or the Parent Buyer Stockholder Approval has been obtained, no amendment shall be made that pursuant to applicable Law requires further approval or adoption by the Sellers or the stockholders of the Company or ParentBuyer, as applicable, without such further 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 1 contract
Sources: Asset Purchase Agreement (Catalyst Biosciences, Inc.)