Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation and the Subsidiary.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Fairview Energy Corporation, Inc.), Agreement and Plan of Merger (Adex Media, Inc.), Agreement and Plan of Merger (Fitness Xpress Software Inc.)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Company, Parent and Merger Subsidiary or, in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective; provided that any waiver or amendment shall be effective against a party only if the board of directors of such party approves such waiver or amendment.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Circus & Eldorado Joint Venture), Agreement and Plan of Merger (International Aluminum Corp), Agreement and Plan of Merger (MGM Mirage)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Company, Parent and Merger Subsidiary or, in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective; however, any waiver or amendment shall be effective against a party only if the board of directors of such party approves such waiver or amendment.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Diversified Opportunities Group LTD), Agreement and Plan of Merger (Scioto Downs Inc), Agreement and Plan of Merger (Cd Entertainment LTD)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of any amendment, by Purchaser and the Company, or in the case of a waiver, by the Corporation and party against whom the Subsidiarywaiver is to be effective; provided that no such amendment or waiver by the Company shall be effective without the approval of the Supervisory Committee.
Appears in 5 contracts
Samples: Governance Agreement (Medquist Inc), Governance Agreement (Medquist Inc), Governance Agreement (Koninklijke Philips Electronics Nv)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time Time, if, and only if, such the amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Company, Parent and Acquiror, or in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective. No amendment or waiver shall be binding on the Company unless approved by the Special Committee.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hollywood Entertainment Corp), Agreement and Plan of Merger (Movie Gallery Inc), Agreement and Plan of Merger (Hollywood Entertainment Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation Company and by the SubsidiaryTrust.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Main Place Funding LLC), Agreement and Plan of Merger (Main Place Funding LLC)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Company, Parent and MergerSub or in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective; provided, however, that after the Company Shareholder Approval, no such amendment or waiver shall, without the further approval of such shareholders, be made that would require such approval under any applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Capitol Transamerica Corp), Agreement and Plan of Merger (Alleghany Corp /De)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Trust and the SubsidiaryCompany, or in the case of a waiver, by the Trust, if the waiver is to be effective against the Trust, or by the Company, if the waiver is to be effective against the Company. Any amendment or waiver by the Company shall be authorized by Independent Approval.
Appears in 2 contracts
Samples: Stockholders Agreement (News Corp), Stockholders Agreement (Fox Corp)
Amendments; No Waivers. (a) Any Subject to applicable law, any provision of this Agreement may, subject to applicable law, may be amended or waived at any time prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation and the Subsidiaryapplicable Party or Parties.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CPG Newco LLC), Agreement and Plan of Merger (AZEK Co Inc.)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Company, Fidelity, Parent and Merger Subsidiary or in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Fidelity National Financial Inc /De/), Agreement and Plan of Reorganization (Micro General Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by Company and Parent or, in the case of a waiver, by the Corporation and party against whom the Subsidiarywaiver is to be effective; provided that after the adoption of this Agreement by the shareholders of Company, there shall be made no amendment that by law requires further approval by shareholders without the further approval of such shareholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Food Lion Inc), Agreement and Plan of Merger (Hannaford Brothers Co)
Amendments; No Waivers. (a) Any provision provisions of this Agreement may, subject to applicable lawApplicable Law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by WIND, the Corporation Company and the Subsidiaryby Merger LLC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Wind Holdings Inc.), Agreement and Plan of Merger (First Wind Holdings Inc.)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by all of the Corporation and the SubsidiaryCompanies.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verso Corp), Senior Secured Term Loan Agreement (Verso Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation ACH LLC, ACH Inc. and the SubsidiaryMerger Sub.
Appears in 2 contracts
Samples: HTM Agreement, Agreement and Plan of Merger (Gogo Inc.)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation Company and by the SubsidiaryGP, on behalf of the Partnership.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ubs Pw Technology Partners LLC), Form of Agreement of Merger (Equity Residential Properties Trust)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Stockholders, the Company, Parent and Merger Sub or in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective.
Appears in 2 contracts
Samples: Stockholder Voting Agreement (Medialink Worldwide Inc), Stockholder Voting Agreement (American Cellular Corp /De/)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by signed, in the Corporation and the Subsidiary.case of an amendment,
Appears in 1 contract
Samples: Agreement and Plan of Merger (Decisionone Holdings Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Company, Buyer and Merger Subsidiary or in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by each of the Corporation and the Subsidiaryparties hereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (NextWave Wireless Inc.)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation ACH LLC and the Subsidiary.by ACH Inc.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, if such amendment or waiver is in writing and signed by the Corporation Clixtix and the SubsidiaryShareholders intended to be bound thereby.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Stockholders, the Company and Survivor or in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective.
Appears in 1 contract
Samples: Stockholder Voting Agreement (Cooper Tire & Rubber Co)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Company, Buyer and the SubsidiaryMerger Subsidiary or in the case of a waiver, by the party against whom the waiver is to be effective.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation Limited Partnership and the Subsidiary.
Appears in 1 contract
Samples: Agreement and Plan of Merger (All State Properties Lp)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Stockholders, the Company and Merger Sub or in the Subsidiarycase of a waiver, by the party against whom the waiver is to be effective.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment by the Corporation Company, Parent and Merger Sub or in the Subsidiary.case of a
Appears in 1 contract
Samples: Agreement and Plan of Merger (Waxman Industries Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed signed, in the case of an amendment, by the Corporation Company and Buyer or in the Subsidiary.case of a waiver, by the party against whom the
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by on behalf of the Corporation and the SubsidiaryLLC.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uncommon Giving Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation Buyer and the SubsidiarySeller.
Appears in 1 contract
Samples: Stock Purchase Agreement (Monotype Imaging Holdings Inc.)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation and the Subsidiaryby Acquisition.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chubasco Resources Corp.)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed by the Corporation and the SubsidiaryParent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Power Corp.)
Amendments; No Waivers. (a) Any provision of this Agreement may, subject to applicable law, be amended or waived prior to the Effective Time if, and only if, such the amendment or waiver is in writing and signed by on behalf of each of the Corporation and the Subsidiaryparties.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rand Capital Sbic Lp)
