Common use of Extension of Time, Waiver, Etc Clause in Contracts

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)); provided, however, that, following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval of the stockholders of the Company without such approval having first been obtained. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company Any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such other party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)); provided, however, that, following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval of the stockholders of the Company without such approval having first been obtainedconditions. Notwithstanding the foregoing, no failure or delay by the CompanyPost, Parent or SpinCo, Merger Sub or BellRing in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such partyparty and, notwithstanding anything to the contrary herein, any such extension or waiver given by BellRing prior to the Merger Effective Time shall be given only upon approval thereof by the BellRing Board; provided further, that any such extension or waiver given after the Merger Effective Time by the SpinCo Board shall be given only upon (a) in the case of SpinCo, only upon the approval of a majority of the disinterested and independent directors of SpinCo and (b) in the case of BellRing, only upon the approval of a majority of the disinterested and independent directors of BellRing.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, any party may (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein applicable to such party or, except as otherwise herein; provided herein, waive that the waiver of any of such party’s the conditions (it being understood that Parent and to the Company's obligations to effect the Merger Sub shall be deemed a single party for purposes authorized only upon the recommendation of the foregoing clauses (a) through (c))Special Committee; and provided, howeverfurther, that, following receipt that any waiver on the part of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval of the stockholders Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Company without such approval having first been obtainedBoard of Directors of the Company. Notwithstanding the foregoing, foregoing no failure or delay by the Company, Parent Company or Merger Sub the Bidder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (ai) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (bii) extend the time for the performance of any of the obligations or acts of the other party or (ciii) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)foregoing); provided, however, that, that following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval decreases the Merger Consideration or that adversely affects the rights of the stockholders of the Company without such approval having first been obtainedapproval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Xxxxxx Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)foregoing); provided, however, that, that following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require the further approval of the stockholders of the Company Company, without such approval having first been obtained. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)foregoing); provided, however, that, that following receipt of the Company Stockholder ApprovalShareholder Approval and prior to the Effective Time, there shall be no waiver or extension of this Agreement that would require further approval (x) decreases the Merger Consideration, (y) modifies the articles of incorporation of the stockholders Surviving Corporation except as permitted by applicable Law or (z) that adversely affects the rights of the Company shareholders of the Company, in each case of clauses (x), (y) and (z) without such approval having first been obtainedapproval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Company Merger Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant heretoparty, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent Parent, Merger Sub I and Merger Sub shall II shall, and the Company and OpCo shall, each be deemed a single party for purposes of the foregoing clauses (a) through (cforegoing)); provided, however, that, following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval of the stockholders of the Company without such approval having first been obtained. Notwithstanding the foregoing, no failure or delay by the Company, Parent OpCo, Parent, Merger Sub I or Merger Sub II in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and Parent, the Company and Merger Sub may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)foregoing); provided, however, that, that following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval decreases the Merger Consideration or that adversely affects the rights of the stockholders of the Company without such approval having first been obtainedapproval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)foregoing); provided, however, that, that following receipt of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval decreases the Merger Consideration or that adversely affects the rights of the stockholders of the Company without such approval having first been obtainedapproval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. SECTION 8.04.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company Partnership may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)foregoing); provided, however, that, that following receipt of the Company Stockholder Partnership Unitholder Approval, there shall be no waiver or extension of this Agreement that by applicable Law or the Partnership Agreement would require further approval by the unitholders of the stockholders Partnership without approval of such waiver or extension by the unitholders of the Company without such approval having first been obtainedPartnership. Notwithstanding the foregoing, no failure or delay by the CompanyPartnership, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)foregoing); provided, however, that, that following receipt of the Company Stockholder ApprovalShareholder Approval and prior to the Effective Time, there shall be no waiver or extension of this Agreement that would require further approval (x) decreases the Merger Consideration, (y) modifies the articles of incorporation of the stockholders Surviving Corporation except as permitted by applicable Law or (z) that adversely affects the rights of the Company shareholders of the Company, in each case of clauses (x), (y) and (z) without such approval having first been obtainedapproval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. 52 SECTION 8.04.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant heretoparty, (b) extend the time for the performance of any of the obligations or acts of the other party or (c) subject to the requirements of applicable Law, waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)foregoing); provided, however, that, that following receipt of the Company Stockholder ApprovalRequired Shareholder Approvals, there shall be no waiver or extension of this Agreement that which by applicable Law would require further approval of by the stockholders of the Company Company’s shareholders without such approval having first been obtained. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company may, subject to applicable Law, any party may (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the any other party hereto; (b) waive any inaccuracies in the representations and warranties of any other party hereto contained herein or in any document delivered pursuant hereto; or (c) subject to the proviso of Section 7.13 waive compliance by the other party with any of the agreements or conditions of any other party hereto contained herein applicable to such party or, except as otherwise provided herein, waive ; PROVIDED that the waiver of any of such party’s the conditions (it being understood that Parent and to the Company's obligations to effect the Merger Sub shall be deemed a single party for purposes authorized only upon the recommendation of the foregoing clauses (a) through (c))Special Committee; providedand PROVIDED, howeverFURTHER, that, following receipt that any waiver on the part of the Company Stockholder Approval, there shall be no waiver or extension of this Agreement that would require further approval of the stockholders Bidder's compliance with the provisions of Section 4.2 may be authorized only by the affirmative vote of at least six members of the Company without such approval having first been obtainedBoard of Directors of the Company. Notwithstanding the foregoing, foregoing no failure or delay by the Company, Parent Company or Merger Sub the Bidder in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective Time, Parent and the Company any Party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the any other party contained herein or in any document delivered pursuant heretoParty, (b) extend the time for the performance of any of the obligations or acts of the any other party Party or (c) waive compliance by the any other party Party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood Party's conditions; provided that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)); provided, however, that, following receipt of after the Company Stockholder ApprovalShareholder Approval is obtained, there shall may not be no any extension or waiver or extension of this Agreement that would require or any portion thereof which, by applicable Law or in accordance with the rules of any relevant self regulatory organization, requires further approval by the holders of the stockholders of the Company Common Stock without such approval having first been obtainedfurther approval. Notwithstanding the foregoing, no failure or delay by the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such partyParty.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing Date, Parent and the Company any party may, subject to applicable Law, (a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party hereto or (c) waive compliance by the any other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood 's conditions; provided that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)); provided, however, that, following receipt of after the Company Stockholder ApprovalAuthorization is obtained, there shall may not be no any extension or waiver or extension of this Agreement that would require or any portion thereof which, by Law or in accordance with the rules of any relevant stock exchange, requires further approval of the stockholders of the Company without by such approval having first been obtainedstockholders. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub Purchaser in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Extension of Time, Waiver, Etc. At any time prior to the Effective TimeClosing Date, Parent and the Company any party may, subject to applicable Law, (( a) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other party hereto or (c) waive compliance by the any other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions (it being understood 's conditions; provided that Parent and Merger Sub shall be deemed a single party for purposes of the foregoing clauses (a) through (c)); provided, however, that, following receipt of after the Company Stockholder ApprovalAuthorization is obtained, there shall may not be no any extension or waiver or extension of this Agreement that would require or any portion thereof which, by Law or in accordance with the rules of any relevant stock· exchange, requires further approval of the stockholders of the Company without by such approval having first been obtainedstockholders. Notwithstanding the foregoing, no failure or delay by the Company, Parent Company or Merger Sub Purchaser in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.