Common use of Modification or Amendment Clause in Contracts

Modification or Amendment. Subject to applicable Law, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the Company.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (At Home Group Inc.), Agreement and Plan of Merger (Control4 Corp), Agreement and Plan of Merger (Ultimate Software Group Inc)

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Modification or Amendment. Subject to the provisions of the applicable Lawlaw, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; , provided, that no amendment shall be made to however, that, after approval of this Agreement after and the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall Merger by applicable Law require further approval of the stockholders of the Company, no amendment may be made without stockholder approval which would reduce the effectiveness amount or change the type of such amendment consideration into which each Share shall be subject converted pursuant to the approval this Agreement upon consummation of the stockholders of the CompanyMerger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Informax Inc), Agreement and Plan of Merger (Invitrogen Corp), Agreement and Plan of Merger (Invitrogen Corp)

Modification or Amendment. Subject to the provisions of applicable Lawlaw, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, Agreement by written agreement approved by the respective parties' Boards of Directors and executed and delivered by the duly authorized officers of each of the respective parties; provided, except that no amendment shall alter or change the amount or kind of shares to be made to received by shareholders of the Company or otherwise alter or change any of the terms and conditions of this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of so as to adversely affect the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the Company's shareholders.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Envision Development Corp /Fl/), Agreement and Plan of Merger (E Com Ventures Inc), Agreement and Plan of Merger (RMS Titanic Inc)

Modification or Amendment. Subject to the provisions of the applicable Law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, furtherhowever, that after receipt the approval of Stockholder Approvalthis Agreement, if there shall not be made any such amendment shall (including, without limitation, pursuant to Section 1.4 or Section 9.12) that by applicable Law require requires further approval by the shareholders of the Company without the further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the Companyshareholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American General Corp /Tx/), Agreement and Plan of Merger (American General Corp /Tx/)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; providedCompany Requisite Vote is obtained, further, that after receipt of Stockholder Approval, if any such amendment shall which by applicable Law require requires further approval of the stockholders of by the Company, the effectiveness of such amendment ’s stockholders shall be subject to the approval of the stockholders of the Companyrequisite stockholder approval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Verifone Systems, Inc.), Agreement and Plan of Merger (Hypercom Corp)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Acceptance Date, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; providedprovided that, that no amendment shall be made to after acceptance of and payment for any tendered Shares in the Offer, this Agreement after may not be amended in any manner so as to adversely affect the Effective Time; provided, further, that after receipt shareholders of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the Company.

Appears in 2 contracts

Samples: Acquisition Agreement (eTelecare Global Solutions, Inc.), Acquisition Agreement (Ayala Corp)

Modification or Amendment. Subject to the provisions of applicable Law, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective partiesparties by action taken by their respective boards of directors (in the case of the Company, acting upon the recommendation of the Special Committee); providedprovided that, that following receipt of the Company Stockholder Approval, no amendment shall be made to this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall which by applicable Law would require further approval of by the stockholders of the Company, the effectiveness of Company without obtaining such amendment shall be subject to the approval of the stockholders of the Companyapproval.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Providence Equity Partners VI L P), Agreement and Plan of Merger (Sra International Inc)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the parties hereto Effective Time, this Agreement may modify be amended, modified or amend this Agreementsupplemented in writing by the Parties, by written agreement executed and delivered by action of the duly authorized officers board of each directors of the respective partiesParties; provided, provided that after the Requisite Company Vote or Requisite Parent Vote has been obtained there shall be no amendment shall be made to this Agreement after or waiver that would require the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of Company or the stockholders of the CompanyParent, respectively, under applicable Law without such approval having first been obtained.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Marathon Petroleum Corp)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the parties hereto Effective Time, this Agreement may modify be amended, modified or amend this Agreement, by written agreement executed and delivered by the duly authorized officers supplemented in writing signed on behalf of each of the respective partiesparties hereto; provided, provided that no amendment shall be made subsequent to this adoption of the Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness Company without obtaining further approval of such amendment shall be subject to the stockholders if such approval of the stockholders of the Companyis required by law or in accordance with any applicable listing standards.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Netopia Inc), Agreement and Plan of Merger (Netopia Inc)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Effective Time, this Agreement may be amended, modified or supplemented in writing by the parties hereto may modify or amend this Agreementhereto, by written agreement executed and delivered by action of the duly authorized officers board of each directors of the respective parties; provided, provided that no amendment shall be made subsequent to this adoption of the Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness Company without obtaining further approval of such amendment shall be subject to stockholders if such approval is required by law or in accordance with the approval rules of the stockholders of the CompanyNYSE.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Motorola Inc), Agreement and Plan of Merger (Symbol Technologies Inc)

Modification or Amendment. Subject to applicable Law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, Agreement by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, furtherhowever, that after receipt of the Company Stockholder ApprovalApproval and the Minority Approval at the Company Meeting, if any such no amendment shall may be made which, by applicable Law require or in accordance with the rules of the OTC, requires further approval of the stockholders of by the Company, the effectiveness of such amendment shall be subject to ’s stockholders without the approval of the stockholders of the Companysuch stockholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Voltari Corp), Agreement and Plan of Merger (Cadus Corp)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the parties hereto Effective Time, the Parties (by action of their respective boards of directors) may modify modify, amend or amend supplement this Agreement, Agreement only by written agreement agreement, executed and delivered by the duly authorized officers of each of the respective partiesParties; provided, however, that no amendment after the Company Requisite Vote has been obtained, there shall not be made any modification or amendment to this Agreement after that by Law requires the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of Company without such amendment shall be subject to the approval of the stockholders of the Companyhaving first been obtained.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Advanced Disposal Services, Inc.), Agreement and Plan of Merger (Waste Management Inc)

Modification or Amendment. Subject to the provisions of the applicable LawLaws, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; providedprovided that following approval of this Agreement by the Company's stockholders, that there shall be no amendment shall be made of or change to the provisions of this Agreement after the Effective Time; providedwhich, furtherpursuant to applicable Law, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law would require further approval of the stockholders of by the Company, the effectiveness 's stockholders without receipt of such amendment shall be subject to the approval of the stockholders of the Companyapproval.

Appears in 1 contract

Samples: Vi Agreement and Plan of Merger (Interline Brands, Inc./De)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Effective Time, this Agreement may be amended, modified or supplemented in writing by the parties hereto may modify or amend this Agreementhereto, by written agreement executed and delivered by action of the duly authorized officers Boards of each Directors of the respective parties; provided, however, that after any such adoption of this Agreement by the stockholders of the Company, no amendment shall be made to this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall which by applicable Law require requires further approval of the stockholders of the Company, Company without the effectiveness further approval of such amendment shall stockholders. This Agreement may not be subject to the approval amended except by an instrument in writing signed on behalf of each of the stockholders of the Companyparties hereto.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Willbros Group, Inc.\NEW\)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the parties hereto Effective Time, this Agreement may modify be amended, modified or amend this Agreement, by written agreement executed and delivered by the duly authorized officers supplemented in a writing signed on behalf of each of the respective partiesparties hereto; provided, that no amendment shall amendment, modification or supplement may be made subsequent to this adoption of the Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness Company without obtaining further approval of such amendment shall be subject to the stockholders if such approval of the stockholders of the Companyis required by applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Terayon Communication Systems)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, Agreement (by action approved by or on behalf of their respective boards of directors) by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that however, that, after adoption of this Agreement by the Company’s stockholders, no amendment shall may be made to this Agreement after which, by Law or in accordance with the Effective Time; providedrules of any relevant stock exchange, further, that after receipt of Stockholder Approval, if requires further approval by such stockholders without any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the Companyrequired approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Molex Inc)

Modification or Amendment. Subject to the provisions of the applicable LawLaws, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that following approval of this Agreement by the Company’s stockholders, there shall be no amendment shall be made to of, or change to, the provisions of this Agreement after the Effective Time; providedwhich, furtherpursuant to applicable Law, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law would require further approval of the stockholders of by the Company, the effectiveness ’s stockholders without receipt of such amendment shall be subject to the approval of the stockholders of the Companyapproval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aly Nauman A)

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Modification or Amendment. Subject to the provisions of applicable LawLaws, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, however, that no amendment shall be made to following the adoption of this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment there shall be subject no modification or amendment to the provisions hereof which by Law would require further approval of by the stockholders of the CompanyCompany without such approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sciquest Inc)

Modification or Amendment. Subject to applicable Law, the parties hereto Parties may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective partiesParties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ORBCOMM Inc.)

Modification or Amendment. Subject to the provisions of the applicable LawLaws, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made however, that, after the Acceptance Date but prior to approval of this Agreement after by the Effective Time; providedCompany’s shareholders, further, this Agreement may not be amended in a manner that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of would adversely affect the stockholders right of the Company, ’s shareholders to receive the effectiveness of such amendment shall be subject to the approval of the stockholders of the CompanyPer Share Merger Consideration.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biomet Inc)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Effective Time, this Agreement may be amended, modified or supplemented in writing by the parties hereto may modify or amend this Agreementhereto, by written agreement executed and delivered by action of the duly authorized officers Boards of each Directors of the respective parties; provided, however, that after any such adoption of this Agreement by the stockholders of the Company, no amendment shall be made to this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall which by applicable Law require requires further approval of the stockholders of the Company, Company without the effectiveness of such amendment shall be subject to the further approval of the stockholders of the Company.such

Appears in 1 contract

Samples: Agreement and Plan of Merger (Primoris Services Corp)

Modification or Amendment. Subject to the provisions of the applicable LawLaws, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, only by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, furtherhowever, that after receipt of the Company Stockholder Approval, if any such there shall be made no amendment shall that by applicable Law require requires further approval of by the stockholders of the Company, Company without the effectiveness further approval of such amendment shall be subject to the approval of the stockholders of the Companystockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sourcecorp Inc)

Modification or Amendment. Subject to the provisions of applicable Lawlaw, the parties hereto may modify or amend this Agreement, only by written agreement executed and delivered by the Stockholders' Representative, on behalf of all Stockholders, and a duly authorized officers of each officer of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the CompanyBuyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Curative Health Services Inc)

Modification or Amendment. This Agreement may be amended by the parties (with respect to the Company and Merger Sub, by action taken by their respective Boards of Directors), at any time before or after adoption of this Agreement by the stockholders of the Company, but, after any such adoption, no amendment shall be made which by Law would require the further approval by such stockholders without first obtaining such approval. Subject to applicable Lawthe preceding sentence, the parties hereto this Agreement may modify be modified or amend this Agreement, amended solely by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Post Holdings, Inc.)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, furtherhowever, that after receipt the approval of Stockholder Approvalthe Company’s stockholders has been obtained, if there shall not be made any such amendment shall that by applicable Law require requires further approval of by the stockholders of the Company, the effectiveness of Company without such amendment shall be subject to the further approval of the stockholders of the Companyhaving been obtained.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Life Sciences Research Inc)

Modification or Amendment. Subject to the provisions of the applicable LawLaws, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties, whether before or after stockholder approval hereof; providedprovided however, that after stockholder approval hereof no amendment shall be made to this Agreement after which by Law requires the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require further approval of the such stockholders of the Company, the effectiveness of without such amendment shall be subject to the approval of the stockholders of the Companyfurther approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dyncorp International Inc.)

Modification or Amendment. Subject to the provisions of applicable Law, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; providedit being understood that after receipt of the Company Requisite Vote, that no amendment shall be made to this Agreement after that by Law requires further approval by the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall by applicable Law require Company’s stockholders without the further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval of the stockholders of the Companystockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dobson Communications Corp)

Modification or Amendment. Subject to the provisions of applicable Lawlaw, at any time prior to the Effective Time, the parties hereto may modify or amend this Agreement, Agreement by written agreement approved by the respective parties' Boards of Directors and executed and delivered by the duly authorized officers of each of the respective parties; provided, except that no amendment shall alter or change the amount or kind of shares to be made to this Agreement after the Effective Time; provided, further, that after receipt of Stockholder Approval, if any such amendment shall received by applicable Law require further approval of the stockholders of the Company, the effectiveness of such amendment shall be subject to the approval Company or otherwise alter or change any of the stockholders terms and conditions of this Agreement so as to adversely affect the Company's stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lai Worldwide Inc)

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