Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Fcy Acquisition Corp), Agreement and Plan of Restructuring and Merger (Keebler Foods Co), Agreement and Plan of Merger (Mascotech Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Mercury Interactive Corporation), Agreement and Plan of Merger (American Greetings Corp), Merger Agreement (Mercury Interactive Corporation)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, ; provided that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (STG Oms Acquisition Corp), Agreement and Plan of Merger (Steakhouse Partners Inc), Agreement and Plan of Merger (Roadhouse Grill Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (McDermott Acquisition Co Inc), Agreement and Plan of Merger (McDermott J Ray Sa), Agreement and Plan of Merger (Mission Critical Software Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesany shares of capital stock of Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Multilink Technology Corp), Agreement and Plan of Merger (Webtrends Corp), Agreement and Plan of Merger (Netiq Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided PROVIDED that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thomas & Betts Corp), Agreement and Plan of Merger (Afc Cable Systems Inc), Agreement and Plan of Merger (Afc Cable Systems Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesshares of Company Stock.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Gannett Co Inc /De/), Agreement and Plan of Merger (Pulliam Myrta J)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time Closing Date if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the Company's shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany.
Appears in 3 contracts
Samples: Share Purchase Agreement (Cypress Capital Advisors LLC), Share Purchase Agreement (Collins & Aikman Corp), Share Purchase Agreement (Heartland Industrial Partners L P)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the shareholders holders of the Company and without their further approvalCommon Stock, no such amendment or waiver shall shall, without the further approval of such stockholders, reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compaq Computer Corp), Agreement and Plan of Merger (Digital Equipment Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement orLandCare, ServiceMaster and Merger Subsidiary or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approvalLandCare, no such amendment or waiver shall reduce shall, without the further approval of such stockholders, alter or change the amount or change the kind of consideration to be received in exchange for the SharesShares (except as contemplated by Section 1.02(b)).
Appears in 2 contracts
Samples: Plan of Reorganization and Agreement and Plan of Merger (Servicemaster Co), Plan of Reorganization and Agreement and Plan of Merger (Landcare Usa Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approvalCompany, no such amendment or waiver shall shall, without the further approval of such stockholders, reduce the amount or change the kind of consideration to be received in exchange for any shares of capital stock of the SharesCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compaq Computer Corp), Agreement and Plan of Merger (Tandem Computers Inc /De/)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement orthe Company, Parent and Merger Subsidiary or in the case of a waiver, by each the party against whom the waiver is to be effective, ; provided that, that after the adoption of this Agreement by the shareholders of the Company and without their further approvalCompany, no such amendment or waiver shall reduce shall, without the further approval of such shareholders, alter or change the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quovadx Inc), Agreement and Plan of Merger (Carescience Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the SharesShares in the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Freightways Corp), Agreement and Plan of Merger (Fedex Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders Stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mercury Interactive Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, ; provided that, after the adoption approval of this Agreement by the shareholders of the Company Shareholders and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the any Converted Shares.
Appears in 1 contract
Samples: Recapitalization Agreement (Springs Industries Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such by amendment or waiver is in writing and is signed, : (i) in the case of an amendmentamendment to this Agreement, by each party to this Agreement orthe Company, Parent and Merger Sub or (ii) in the case of a waiver, by each the party against whom the waiver is to be effective; provided however, provided that, after the adoption of this Agreement that any proposed amendment that by Law requires further approval by the shareholders of the Company and shall not be effective without their such further shareholder approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided ; PROVIDED that, after the adoption of this Agreement by the shareholders stockholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 1 contract
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company Stockholders and without their further approval, no such 66 amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesany shares of Company Common Stock.
Appears in 1 contract
Samples: Agreement and Plan Of (Ventro Corp)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Sharesshares of Company Stock.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Affymetrix Inc)
Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Effective Time Share Delivery Date if, but and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, the Company and DIRECTV or in the case of a waiver, by each the party against whom the waiver is to be effective, provided that, after the adoption of this Agreement by the shareholders of the Company and without their further approval, no such amendment or waiver shall reduce the amount or change the kind of consideration to be received in exchange for the Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Crown Media Holdings Inc)
