Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, that after the adoption of this Agreement by the stockholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 6 contracts
Samples: Offer Agreement (Earthlink Inc), Agreement and Plan of Merger (Vicinity Corp), Agreement and Plan of Reorganization (C Cube Microsystems Inc/De)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Pharmaceutical Product Development Inc), Agreement and Plan of Merger (Gyrus Acquisition Inc), Amended And (C Cube Microsystems Inc De)
Amendments, Modification and Waiver. (a) Except as may ----------------------------------- otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DSM Nv), Agreement and Plan of Merger (Catalytica Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, that PROVIDED THAT after the adoption of this Agreement by the stockholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Harmonic Inc), Agreement and Plan (C Cube Microsystems Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board Boards of Directors, prior to the Closing Effective Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDEDprovided further, HOWEVERhowever, that that, after the adoption approval of this Agreement by the stockholders of the CompanyCompany Securityholders, no such amendment shall be made except as allowed under applicable lawLaw.
Appears in 2 contracts
Samples: Arrangement Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Arrangement Agreement (L-1 Identity Solutions, Inc.)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties Parties hereto, by action taken by or authorized by their respective Board Boards of Directors, prior to the Closing Effective Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent the Purchaser Parties or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDEDprovided further, HOWEVERhowever, that that, after the adoption approval of this Agreement by the stockholders of the CompanyCompany Shareholders, no such amendment shall be made except as allowed under applicable lawLaw.
Appears in 2 contracts
Samples: Arrangement Agreement (Acorn Energy, Inc.), Arrangement Agreement (Acorn Energy, Inc.)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent DuPont or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, provided that after the adoption approval of this Agreement by the stockholders shareholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Pioneer Hi Bred International Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Date Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company Company, Buyer and Parent Newco or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, provided that after the adoption approval of this Agreement the Plan of Merger by the stockholders shareholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Precision Response Corp), Agreement and Plan of Merger (Usa Networks Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or duly authorized by their respective Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fusion Medical Technologies Inc)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVERprovided, that -------- after the adoption of this Agreement by the stockholders shareholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 1 contract
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, hereto prior to the Closing Date Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company Company, Buyer and Parent Newco or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, provided that after the approval and adoption of this Agreement and the Amalgamation Agreement by the stockholders shareholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Harbor Global Co LTD)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Effective Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDEDprovided further, HOWEVERhowever, that that, after the adoption approval of this Agreement by the stockholders of the CompanyCompany Securityholders, no such amendment shall be made except as allowed under applicable lawLaw.
Appears in 1 contract
Samples: Arrangement Agreement (L-1 Identity Solutions, Inc.)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board of Directors, prior to the Closing Date Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent the Buying Entities or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDED, HOWEVER, provided that after the adoption of this Agreement by the stockholders of the Company, no such amendment shall be made except as allowed under applicable law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reckson Associates Realty Corp)
Amendments, Modification and Waiver. (a) Except as may otherwise be provided herein, any provision of this Agreement may be amended, modified or waived by the parties hereto, by action taken by or authorized by their respective Board Boards of Directors, prior to the Closing Effective Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective; PROVIDEDprovided further, HOWEVERhowever, that that, after the adoption approval of this Agreement by the stockholders of the CompanyCompany Shareholders, no such amendment shall be made except as allowed under applicable lawLaw.
Appears in 1 contract
